S-4

As filed with the Securities and Exchange Commission on April 30, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Metaldyne Performance Group Inc.

(Exact name of registrant as specified in its charter)

(see table of additional registrants)

Delaware	3714	47-1420222
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

MPG Holdco I Inc.

(Exact name of registrant as specified in its charter)

(see table of additional registrants)

Delaware	3714	47-1982408
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

47659 Halyard Drive

Plymouth, MI 48170

(734) 207-6200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark Blaufuss

Chief Financial Officer

47659 Halyard Drive

Plymouth, MI 48170

(734) 207-6200 (Phone)

(734) 207-6500 (Fax)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

See Table of Additional Registrant Guarantors Continued on the Next Page

Copies of all communications, including communications sent to agent for service, should be sent to:

Todd R. Chandler, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000 (Phone)

(212) 310-8007 (Fax)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the 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.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

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.   ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

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)   ¨

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee (1)
7.375% Senior Notes due 2022	$600,000,000	100%	$600,000,000	$69,720
Guarantees of 7.375% Senior Subordinated Notes due 2022 (2)	—	—	—	—(3)

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2) See inside facing page for table of additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the registration of 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 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
ASP Grede Acquisitionco LLC	Delaware	3714	46-5262890
ASP Grede Intermediate Holdings LLC	Delaware	3714	46-5236694
ASP HHI Acquisition Co., Inc.	Delaware	3714	46-0960591
ASP HHI Holdings, Inc.	Delaware	3714	46-0950155
ASP HHI Intermediate Holdings II, Inc.	Delaware	3714	46-0930921
ASP HHI Intermediate Holdings, Inc.	Delaware	3714	46-0938599
ASP MD Holdings, Inc.	Delaware	3714	46-1221703
ASP MD Intermediate Holdings II, Inc.	Delaware	3714	46-1212382
ASP MD Intermediate Holdings, Inc.	Delaware	3714	46-1201937
Bearing Holdings, LLC	Delaware	3714	61-1754310
Citation Lost Foam Patterns, LLC	Delaware	3714	27-1678991
Cloyes Acquisition Company	Delaware	3714	41-2098630
Cloyes Gear and Products, Inc.	Ohio	3714	34-0680655
Cloyes Gear Holdings, LLC	Delaware	3714	27-1251882
Forging Holdings, LLC	Delaware	3714	35-2525415
Gearing Holdings, LLC	Delaware	3714	37-1776445
Grede Holdings LLC	Delaware	3714	27-1652192
Grede II LLC	Delaware	3714	27-1678991
Grede LLC	Delaware	3714	27-1248417
Grede Machining LLC	Delaware	3714	27-3923156
Grede Wisconsin Subsidiaries LLC	Wisconsin	3714	39-1535863
GSC RIII-Grede Corp.	Delaware	3714	27-1825881
Hephaestus Holdings, LLC	Delaware	3714	41-2184344
HHI Forging, LLC	Delaware	3714	41-2184347
HHI Formtech Holdings, LLC	Delaware	3714	27-1086215
HHI Formtech, LLC	Delaware	3714	27-0616933
HHI Funding II, LLC	Delaware	3714	27-1136210
HHI Holdings, LLC	Delaware	3714	26-2752467
Impact Forge Group, LLC	Delaware	3714	20-5095432
Impact Forge Holdings, LLC	Delaware	3714	20-5095539
Jernberg Holdings, LLC	Delaware	3714	41-2184353
Jernberg Industries, LLC	Delaware	3714	41-2184354
Kyklos Bearing International, LLC	Delaware	3714	26-1979555
Kyklos Holdings, LLC	Delaware	3714	26-1979519
MD Investors Corporation	Delaware	3714	80-0439981
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
Metaldyne, LLC	Delaware	3714	27-0951240
Punchcraft Machining And Tooling, LLC	Delaware	3714	27-1056645
Shop IV Subsidiary Investment (Grede), Inc.	Delaware	3714	27-1776073
The Mesh Company, LLC	Arkansas	3714	62-1668155

The address, including zip code, and telephone number, including area code, of each Additional Registrant’s principal executive offices is: c/o 47659 Halyard Drive Plymouth, MI 48170, (734) 207-6200.

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is: Mark Blaufuss, Chief Financial Officer, Metaldyne Performance Group Inc., 47659 Halyard Drive Plymouth, MI 48170, (734) 207-6200.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 30 , 2015

PRELIMINARY PROSPECTUS

MPG Holdco I Inc.

a wholly-owned subsidiary of

Metaldyne Performance Group Inc.

OFFER TO EXCHANGE

$600,000,000 aggregate principal amount of its 7.375% Senior Notes due 2022, the issuance of which has been

registered under the Securities Act of 1933, as amended,

for

all of its outstanding 7.375% Senior Notes due 2022

We are 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 new 7.375% Senior Notes due 2022 (the “exchange notes”) for all of our outstanding 7.375% Senior Notes due 2022 (the “original notes” and collectively with the exchange notes, the “notes”). We are also offering the guarantees of the exchange notes by our parent, Metaldyne Performance Group Inc. (“MPG” or the “Company”) and certain of our subsidiaries. The terms of the exchange notes and the guarantees are described in this prospectus and are substantially identical to the terms of the original notes and the guarantees except that the issuance of the exchange notes has been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”). We will pay interest on the notes on April 15 and October 15 of each year. The notes mature on October 15, 2022. The principal features of the exchange offer are as follows:

• We will exchange all original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes.

• You may withdraw tendered original notes at any time prior to the expiration of the exchange offer.

• The exchange offer expires at 5:00 p.m., New York City time, on             , 2015, unless extended. We do not currently intend to extend the expiration date.

• The exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system. All untendered original notes will continue to be subject to the restrictions on transfer set forth in the original notes and in the indenture. In general, the original notes may not be offered or sold except in a transaction registered under the Securities Act or 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 offer, we do not currently anticipate that we will register the original notes under the Securities Act.

You should consider carefully the risk factors beginning on page 15 of this prospectus before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such 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. 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 exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of the exchange offer and ending on the close of business one year after the expiration date of the exchange offer, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or the exchange offer that is not contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are offering to exchange the original notes for the exchange notes only in places where the exchange offer is permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

The date of this prospectus is             , 2015.

TABLE OF CONTENTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION	i
BASIS OF PRESENTATION	i
CERTAIN TERMS	ii
TRADEMARKS AND TRADE NAMES	iv
MARKET AND INDUSTRY INFORMATION	iv
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	15
THE EXCHANGE OFFER	34
USE OF PROCEEDS	43
UNAUDITED PRO FORMA FINANCIAL DATA	44
SELECTED HISTORICAL FINANCIAL DATA	51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
BUSINESS	82
MANAGEMENT	88
EXECUTIVE AND DIRECTOR COMPENSATION	95
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	110
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	111
DESCRIPTION OF OTHER INDEBTEDNESS	113
DESCRIPTION OF EXCHANGE NOTES	115
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	181
PLAN OF DISTRIBUTION	182
LEGAL MATTERS	183
EXPERTS	183
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, the guarantors or the exchange notes, we refer you to the registration statement. We file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information about the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov). In addition, you may obtain these materials free of charge on the Company’s website (http://www.mpgdriven.com). The contents of our website have not been, and shall not be deemed to be incorporated by reference into this prospectus.

Under the terms of the indenture relating to the notes, we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and holders of the notes the information specified therein in the manner specified therein. See “Description of Exchange Notes.”

BASIS OF PRESENTATION

The reorganization of ASP HHI Holdings, Inc. (together with its subsidiaries, “HHI”), ASP MD Holdings, Inc. (together with its subsidiaries, “Metaldyne”) and ASP Grede Intermediate Holdings LLC (together with its subsidiaries, “Grede”) occurred on August 4, 2014 (the “Combination”) through mergers with three separate wholly-owned merger subsidiaries of Metaldyne Performance Group Inc. See “Summary—Company Organization and History.” MPG Holdco I Inc. (the “Issuer”) is a wholly-owned subsidiary of Metaldyne Performance Group Inc. and the direct parent of HHI, Metaldyne and Grede. Unless otherwise stated in this prospectus or as the context may otherwise require, references to “MPG” and the “Company” refer to Metaldyne Performance Group Inc. MPG is a holding company with no operations, assets or liabilities other than the equity of the Issuer. The Issuer is a holding company with no operations, assets or liabilities other than the equity of HHI, Metaldyne and Grede, the original notes and the Senior Credit Facilities. Unless otherwise stated in this prospectus or as the context may otherwise require, references to “we,” “our,” “us” and similar terms refer to the Issuer and all of its subsidiaries, including HHI, Metaldyne and Grede.

This prospectus presents HHI as the predecessor to MPG. HHI was acquired by a wholly-owned subsidiary of certain private equity funds affiliated with American Securities LLC (together with its affiliates, “American Securities”) and certain members of HHI management on October 5, 2012. Metaldyne was acquired by American Securities and certain members of Metaldyne management on December 18, 2012. The period from January 1, 2011 to October 5, 2012 is referred to as the Predecessor Period and the period from October 6, 2012 to September 28, 2014 is referred to as the Successor Period. The period from October 6, 2012 to December 31, 2012 is referred to as Successor Period 2012 and the period from January 1, 2012 to October 5, 2012 is referred to as Predecessor Period 2012. Grede was acquired by a wholly-owned subsidiary of American Securities and certain members of Grede management on June 2, 2014. The following timeline illustrates the periods for which financial information for HHI, Metaldyne and Grede are included in this prospectus.

	Year Ended December 31, 2014	Year Ended December 31, 2013	Year Ended December 31, 2012	Year Ended December 31, 2011
HHI
	HHI, as the predecessor, is included from January 1, 2011 until December 31, 2014 in MPG. HHI was acquired by American Securities and certain members of HHI management on October 5, 2012.

i

	Year Ended December 31, 2014	Year Ended December 31, 2013	Year Ended December 31, 2012	Year Ended December 31, 2011
Metaldyne
	Metaldyne is included from the date of its acquisition, December 18, 2012 until December 31, 2014, in MPG.
Grede
	Grede is included from the date of its acquisition, June 2, 2014 until December 31, 2014 in MPG.

This prospectus includes:

• audited consolidated balance sheets of MPG as of December 31, 2014 and 2013 and audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows of MPG for the years ended December 31, 2014 and 2013, the periods from October 6, 2012 to December 31, 2012 and for MPG’s predecessor from January 1, 2012 to October 5, 2012;

• in accordance with Rule 3-05 of Regulation S-X, audited consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows of MD Investors Corporation, Metaldyne’s subsidiary, for the 352-day period ended December 17, 2012 and for the year ended December 31, 2011;

• in accordance with Rule 3-05 and Rule 3-10(g) of Regulation S-X Grede Holdings LLC’s audited consolidated statements of financial position as of December 29, 2013 and audited consolidated statements of operations, comprehensive income, members’ equity and cash flows for the year then ended; and

• unaudited condensed consolidated statements of financial position of Grede Holdings LLC, Grede’s subsidiary, as of March 30, 2014 and December 29, 2013 and unaudited condensed consolidated statements of operations, comprehensive income, members’ equity (deficit) and cash flows of Grede Holdings LLC for the three month periods ended March 30, 2014 and March 31, 2013;

• in accordance with Rule 3-05 of Regulation S-X, Grede Holdings LLC’s audited consolidated statements of financial position as of December 30, 2012 and audited consolidated statements of operations, comprehensive income, members’ equity (deficit) and cash flows for the years ended December 30, 2012 and January 1, 2012.

We operate on a 13 week fiscal quarter which ends on the Sunday nearest to March 31, June 30 or September 30, as applicable. Our fiscal year ends on December 31. Further, prior to the Grede Transaction, Grede operated on a 52 or 53 week fiscal year which ends on the Sunday nearest to December 31. After the Grede Transaction, Grede’s fiscal year end will conform to our fiscal year end.

CERTAIN TERMS

We use the following industry terms in describing our business in this prospectus:

• Advanced Machining and Assembly: Value-added precision machining to improve form, finish and function of components, and the assembly of multiple components into a ready-to-install module.

ii

• Aluminum Die Casting: A casting process where molten aluminum is injected under pressure into a solid mold to create a complex formed component.

• Forging: The shaping of metal by a number of processes, including pressing and forming, typically classified according to temperature (cold, warm or hot).

• Iron Casting: A manufacturing process by which molten iron (ductile or grey) is poured into a mold to produce components with complex dimensions.

• Net Formed: A manufacturing technique which allows production of the component at or very close to the final (net) shape, reducing or eliminating scrap material and the need for surface finishing.

• NVH: The noise, vibration and harshness characteristics of vehicles, particularly cars and trucks, which vehicle design engineers seek to reduce.

• OEMs: Original equipment manufacturers.

• Powder Metal Forming: The process of compacting metal powder in a mold, followed by heating the shaped component to just below the metal powder’s melting point to form complex Net Formed components.

• Powertrain: Components of the vehicle that generate power and transfer it to the road surface, typically including the engine, transmission and driveline.

• Rubber and Viscous Dampening Assemblies: Advanced rubber-to-metal bonded or silicone filled assemblies that reduce, restrict or prevent oscillations, torsion and bending in vehicle engines, thereby improving NVH characteristics.

• Safety-Critical: Components that assist in the control and stability of a vehicle in motion and are fundamental to performance and safety. These components typically include chassis, suspension, steering and brake components.

• Tier I suppliers: Suppliers of components and assemblies that are sold directly to OEMs.

We use the following industry terms in this prospectus to describe our products and how they are organized and sourced in our industry:

• Platform: A shared set of common design, engineering, and production efforts over a number of Vehicle Nameplates or Powertrains with common architecture (e.g. Toyota MC-M, Ford Duratec35 engine).

• Program: Manufacturing and development of certain automobile components including engines, transmissions and brake components (e.g. Toyota 051A, ZF’s 9HP transmission).

• Vehicle Nameplate: A specific vehicle model built within a Platform for a vehicle OEM (e.g. Toyota Camry, Ford F-150).

iii

Illustrative examples of these terms are set forth below:

	Light Vehicle	Engine	Transmission
Industry Segment	Ford Truck	6-Cylinder	6-Speed
Platform	PN96	Duratec35	6R60W/6R75W/6R80W
Program	P415	3.7L V6 FFV	6R80W (Business typically sourced to us at this level.)
Vehicle Nameplate	F-150	N/A	N/A

TRADEMARKS AND TRADE NAMES

We own or have the rights to use various trademarks, service marks and trade names referred to in this prospectus. Solely for convenience, we refer to trademarks, service marks and trade names in this prospectus without the ™, ^SM and ^® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks, service marks and trade names. Other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

MARKET AND INDUSTRY INFORMATION

Market and industry data used throughout this prospectus, including information relating to our relative position in the vehicle components industry, is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, surveys commissioned by us, independent industry surveys and publications and other publicly available information prepared by third parties. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters have independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which in part is derived from management’s estimates and beliefs, is inherently uncertain and imprecise.

Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact or relating to present facts or current conditions included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

iv

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Some of our most significant risks are:

• volatility in the global economy impacting demand for new vehicles and our products;

• a decline in vehicle production levels, particularly with respect to Platforms for which we are a significant supplier, or the financial distress of any of our major customers;

• our dependence on large-volume customers for current and future sales;

• our inability to realize all of the sales expected from awarded business or fully recover pre-production costs;

• our inability to realize revenue expected from incremental business backlog;

• a reduction in outsourcing by our customers, the loss of material production or Programs, or a failure to secure sufficient alternative Programs;

• our significant competition;

• our failure to offset continuing pressure from our customers to reduce our prices;

• our failure to maintain our cost structure;

• potential significant costs at our facility in Sandusky, Ohio;

• disruption from the Combination of our operations and diversion of management’s attention;

• our limited history of working as a single company and the inability to integrate HHI, Metaldyne and Grede successfully;

• our substantial indebtedness; and

• other factors that are described in “Risk Factors.”

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

You should read this prospectus with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

v

SUMMARY

The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the risk factors, the financial statements and related notes thereto, and the other documents to which this prospectus refers before making an investment decision. Unless otherwise stated in this prospectus or as the context may otherwise require, references to “MPG” and the “Company” refer to Metaldyne Performance Group Inc. MPG is a holding company with no operations, assets or liabilities other than the equity of the Issuer. The Issuer is a holding company with no operations, assets or liabilities other than the equity of HHI, Metaldyne and Grede, the original notes and the Senior Credit Facilities. Unless otherwise stated in this prospectus or as the context may otherwise require, references to “we,” “our,” “us” and similar terms refer to the Issuer and all of its subsidiaries, including HHI, Metaldyne and Grede.

See “Certain Terms” on page ii for certain industry terms used to describe our business.

Overview

MPG provides highly-engineered components for use in Powertrain and Safety-Critical Platforms for the global light, commercial, and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. Our components help OEMs meet fuel economy, performance, and safety standards.

Our metal-forming manufacturing technologies and processes include Aluminum Die Casting, Forging, Iron Casting and Powder Metal Forming, as well as value-added manufacturing processes such as Advanced Machining and Assembly. These technologies and processes are used to create a wide range of customized Powertrain and Safety-Critical components that address requirements for power density (increased component strength to weight ratio), power generation, power / torque transfer, strength, and NVH.

Our business is comprised of three segments:

HHI: HHI manufactures highly-engineered metal-based products for the North American light vehicle market. These components are used in Powertrain and Safety-Critical applications, including transmission components, driveline components, wheel hubs, axle ring and pinion gears, sprockets, balance shaft gears, timing drive systems, variable valve timing (“VVT”) components, transfer case components and wheel bearings.

Metaldyne: Metaldyne manufactures highly-engineered metal-based Powertrain products for the global light vehicle markets. These components include connecting rods, VVT components, balance shaft systems, and crankshaft dampers, differential gears, pinions and assemblies, valve bodies, hollow and solid shafts, clutch modules and assembled end covers.

Grede: Grede manufactures cast, machined and assembled components for the light, commercial and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. These components are used in Powertrain and Safety-Critical applications, including turbocharger housings, differential carriers and cases, scrolls and covers, brake calipers and housings, knuckles, control arms and axle components.

See Note 22 of the notes to the consolidated financial statements contained elsewhere in this prospectus for financial information reported by segment and geographic area.

We primarily serve the global light vehicle and North American commercial and industrial vehicle and equipment end-markets with a focus on components for Powertrain and Safety-Critical applications. Demand in these end-markets, and therefore, our products, is driven by consumer preferences, regulatory requirements

1

(particularly related to fuel economy and safety standards) and macro-economic factors. In addition to light vehicle OEMs, our customers include commercial vehicle manufacturers in the medium and heavy truck market. We also produce a wide variety of components to serve multiple industrial equipment end-markets with agriculture and construction equipment OEMs.

Contribution to our net sales by vehicle application follows:

	Year Ended December 31, 2014			Year Ended December 31, 2013			2012 (1)
Driveline		19	%		18	%		15	%
Engine		28			33			13
Transmission		23			24			23
Safety-Critical		17			18			42
Other Specialty Products		13			7			7
		100	%		100	%		100	%

(1) Reflects net sales contribution for Successor Period 2012 and Predecessor Period 2012, combined.

For 2014, we generated:

• Net sales of $2.72 billion;

• Adjusted EBITDA of $478.6 million, or 17.6% of net sales; and

• Net income of $73.3 million.

We define, reconcile and explain the importance of Adjusted EBITDA, a non-GAAP financial measure, in “—Summary Historical Financial and Other Data.”

Company Organization and History

The reorganization of HHI, Metaldyne and Grede occurred on August 4, 2014 through the mergers of three separate wholly-owned merger subsidiaries of MPG. A brief summary of the history of each of HHI, Metaldyne and Grede follows:

• HHI was formed in 2005 and, from 2005 through 2009, completed the strategic acquisitions of Impact Forge Group, LLC and Cloyes Gear and Products, Inc. and, following a §363 U.S. Bankruptcy Court supervised sale process, acquired certain assets and assumed specified liabilities from FormTech LLC, Jernberg Holdings, LLC and Delphi Automotive PLC’s wheel bearing operations. HHI was acquired by American Securities and certain members of HHI management on October 5, 2012 (the “HHI Transaction”).

• Metaldyne was formed in 2009 as a new entity to acquire certain assets and assume specified liabilities from the former Metaldyne Corporation (“Oldco M Corporation”) following a §363 U.S. Bankruptcy Court supervised sale process. Oldco M Corporation was previously formed when MascoTech, Inc., a then-publicly traded company, was taken private and acquired Simpson Industries, Inc., another then-public company. Metaldyne was acquired by American Securities and certain members of Metaldyne management on December 18, 2012 (the “Metaldyne Transaction”).

• Grede was formed in 2010 through a combination of the assets of the former Grede Foundries, Inc. and Citation Corporation, following a §363 U.S. Bankruptcy Court supervised sale process. Subsequently, Grede acquired Foseco-Morval Inc., GTL Precision Patterns Inc., Paxton-Mitchell

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Corporation, Virginia Castings Industries LLC, Teknik, S.A. de C.V. and Novocast, S.A. de C.V. and established a global alliance with Georg Fischer Automotive AG (Europe / China). Grede was acquired by American Securities and certain members of Grede management on June 2, 2014 (the “Grede Transaction”).

The following chart illustrates our simplified ownership structure:

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Recent Developments

The Refinancing

On October 20, 2014, we entered into a senior secured credit facility (the “Senior Credit Facilities”) in aggregate principal amount of $1,600.0 million. The Senior Credit Facilities provide for (i) a seven-year $1,350.0 million term loan facility (the “Term Loan Facility”) and (ii) a five-year $250.0 million revolving credit facility (the “Revolving Credit Facility”). The Senior Credit Facilities are guaranteed by MPG and substantially all of our existing and future domestic restricted subsidiaries and are secured by substantially all of our and the guarantors’ assets on a first lien basis, subject, in each case, to certain limitations. On October 20, 2014, we also entered into an indenture pursuant to which we issued $600.0 million aggregate principal amount of the original notes. The original notes rank pari passu in right of payment with the Senior Credit Facilities, but are effectively subordinated to the Senior Credit Facilities to the extent of the value of the assets securing such indebtedness. For further information on the Senior Credit Facilities, see “Description of Other Indebtedness—Senior Credit Facilities.”

The net proceeds of the original notes and the borrowings under the Senior Credit Facilities, together with cash on hand, were used to prepay all amounts outstanding under each of HHI, Metaldyne and Grede’s existing senior secured credit facilities as described below:

• HHI’s senior secured credit facility consisting of (i) term loans in an original aggregate principal amount of $735.0 million (“HHI Term Loans”) and (ii) a $75.0 million revolving credit facility (“HHI Revolver” and together with the HHI Term Loans, the “HHI Credit Facilities”);

• Metaldyne’s senior secured credit facility consisting of (i) a U.S. dollar term loan in an original aggregate principal amount of $537.0 million, (ii) a Euro denominated term loan in an original aggregate principal amount of €100.0 million (“Metaldyne Term Loans”) and (iii) a $75.0 million revolving credit facility (“Metaldyne Revolver” and together with the Metaldyne Term Loans, the “Metaldyne Credit Facilities”); and

• Grede’s senior secured credit facility consisting of (i) term loans in an original aggregate principal amount of $600.0 million (“Grede Term Loans”) and (ii) a $75.0 million revolving credit facility (“Grede Revolver” and together with the Grede Term Loans, the “Grede Credit Facilities”).

We refer to the HHI Credit Facilities, the Metaldyne Credit Facilities and the Grede Credit Facilities as the “existing senior secured credit facilities.” Collectively, we refer to the refinancing transactions described above and the payment of fees and expenses related to the foregoing as the “Refinancing” in this prospectus.

The Initial Public Offering

On December 12, 2014, MPG completed its initial public offering (“IPO”) of 10,000,000 shares of its common stock at a price of $15.00 per share, all of such shares sold by ASP MD Investco LP, an affiliate of American Securities. In connection with the IPO, the underwriters exercised their option to purchase an additional 1,447,663 shares of common stock, which was completed on January 15, 2015. As a result, the total IPO size was 11,447,663 shares of common stock.

Our Principal Stockholders

American Securities currently owns approximately 78.5% of MPG’s outstanding common stock. As a result, American Securities is able to exert significant voting influence over fundamental and significant corporate matters and transactions.

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American Securities may acquire or hold interests that compete directly with us, or may pursue acquisition opportunities which are complementary to our business, making such an acquisition unavailable to us. Our amended and restated certificate of incorporation contains provisions renouncing any interest or expectancy held by our directors affiliated with American Securities in certain corporate opportunities.

Headquartered in New York with an office in Shanghai, American Securities is a leading U.S. middle-market private equity firm that invests in market-leading North American companies. American Securities now has approximately $10 billion of assets under management and is investing from its sixth fund. The firm traces its roots to the family office founded in 1947 by William Rosenwald to invest and manage his share of the Sears, Roebuck & Co. fortune. American Securities focuses its core investments in the industrial sector including, general industrial, aerospace and defense, agriculture, environmental, automotive, recycling paper and packaging, power and energy, and specialty chemicals. American Securities has a strong understanding of our business and close relationships with the existing management. American Securities has a proven track record of successfully working with management teams to develop and implement strategies for sustained profitability.

Risks Affecting Our Business

Investing in the notes involves substantial risk. Before participating in the exchange offer, you should carefully consider all of the information in this prospectus, including risks discussed in “Risk Factors” beginning on page 15. Some of our most significant risks are:

• volatility in the global economy impacting demand for new vehicles and our products;

• a decline in vehicle production levels, particularly with respect to Platforms for which we are a significant supplier, or the financial distress of any of our major customers;

• our dependence on large-volume customers for current and future sales;

• our inability to realize all of the sales expected from awarded business or fully recover pre-production costs;

• our inability to realize revenue expected from incremental business backlog;

• a reduction in outsourcing by our customers, the loss of material production or Programs, or a failure to secure sufficient alternative Programs;

• our significant competition;

• our failure to offset continuing pressure from our customers to reduce our prices;

• our failure to maintain our cost structure;

• potential significant costs at our facility in Sandusky, Ohio;

• disruption from the Combination of our operations and diversion of management’s attention; and

• our limited history of working as a single company and the inability to successfully integrate HHI, Metaldyne and Grede.

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Ratio of Earnings to Fixed Charges

The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. The ratio of earnings to fixed charges represents the number of times fixed charges are covered by earnings.

Year Ended December 31, 2014

Year Ended December 31, 2013

Successor Period 2012(a)

Predecessor Period 2012(a)

Year Ended December 31, 2011

Year Ended December 31, 2010

Ratio of Earnings to Fixed Charges

1.54x

2.23x

—

—

3.20x

3.80x

(a) The Company had a deficiency of earnings to fixed charges for the Predecessor Period 2012 and the Successor Period 2012 of $36.7 million and $47.1 million, respectively.

Corporate Information

We are a Delaware corporation. MPG was incorporated on June 9, 2014. Our principal executive offices are located at 47659 Halyard Drive, Plymouth, MI 48170. Our telephone number at our principal executive offices is (734) 207-6200. Our corporate website is www.mpgdriven.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus.

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The Exchange Offer

On October 20, 2014, we completed a private offering of the original notes. Concurrently with the private offering, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives for several initial purchasers. Pursuant to the Registration Rights Agreement, 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 offer. For more information please see “The Exchange Offer.” The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

General	The form and terms of the exchange notes are the same as the form and terms of the original notes except that: •       the issuance and sale of the exchange notes have been registered pursuant to an effective registration statement under the Securities Act; and •       the holders of the exchange notes will not be entitled to certain registration rights or the additional interest provisions of the Registration Rights Agreement, which permits an increase in the interest rate on the original notes in some circumstances relating to the timing of the exchange offer. See “The Exchange Offer.”
The Exchange Offer	We are offering to exchange $600,000,000 aggregate principal amount of 7.375% Senior Notes due 2022 that have been registered under the Securities Act for all of our outstanding 7.375% Senior Notes due 2022 issued on October 20, 2014.
	The exchange offer will remain in effect for a limited time. We will accept any and all original notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on            , 2015. Holders may tender some or all of their original notes pursuant to the exchange offer. However, the original notes may be tendered only in a denomination equal to $2,000 and any integral multiples of $1,000 in excess thereof.
Resale	Based upon interpretations by the staff of the SEC set forth in no-action letters issued to unrelated third-parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you: •       are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act; •       are a broker-dealer that purchased the notes directly from us for resale under Rule 144A, Regulation S or any other available exemption under the Securities Act; •       acquired the exchange notes other than in the ordinary course of your business; •       have an arrangement with any person to engage in the distribution of the exchange notes; or •       are prohibited by law or policy of the SEC from participating in the exchange offer. However, we have not obtained a no-action letter, and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

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Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2015, unless we decide to extend it. We do not currently intend to extend the expiration date, although we reserve the right to do so.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Original Notes	To participate in the exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the expiration date at the address provided on the cover page of the letter of transmittal.
	In the alternative, you can tender your original notes by following the automatic tender offer program, or ATOP, procedures established by The Depository Trust Company, or DTC, for tendering notes held in book-entry form, as described in this prospectus, whereby you will agree to be bound by the letter of transmittal and we may enforce the letter of transmittal against you.
	If a holder of original notes desires to tender such notes and the holder’s original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected pursuant to the guaranteed delivery procedures described in this prospectus.
	For more details, please read “The Exchange Offer — Procedures for Tendering” and “The Exchange Offer — Book-Entry Transfer.”
Special Procedures for Beneficial Owners	If you are a beneficial owner of original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those original notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those original notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your original notes, either make appropriate arrangements to register ownership of the original notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Withdrawal Rights	You may withdraw your tender of original notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Please read “The Exchange Offer — Withdrawal of Tenders.”
Acceptance of Original Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept original notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered promptly following the expiration date.
Consequences of Failure to Exchange Original Notes	If you do not exchange your original notes in the exchange offer, you will no longer be able to require us to register the original notes under the Securities Act, except in the limited circumstances provided under the Registration Rights Agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the original notes unless we have registered the original notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

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Dissenters’ Rights	Holders of original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the SEC.
Interest on the Exchange Notes and the Original Notes	The exchange notes will bear interest from the most recent interest payment date on which interest has been paid on the original notes. Holders whose original notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the original notes.
Broker-Dealers	Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original 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 U.S. Federal Income Tax Considerations	The holder’s receipt of exchange notes in exchange for original notes will not constitute a taxable event for U.S. federal income tax purposes. Please read “Material U.S. Federal Income Tax Considerations.”
Exchange Agent	Wilmington Trust, National Association, the trustee under the indenture governing the notes, or the indenture, is serving as exchange agent in connection with the exchange offer.
Use of Proceeds	The issuance of the exchange notes will not provide us with any new proceeds. We are making the exchange offer solely to satisfy certain of our obligations under the Registration Rights Agreement.
Fees and Expenses	We will bear all expenses related to the exchange offer. Please read “The Exchange Offer — Fees and Expenses.”

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The Exchange Notes

Issuer	MPG Holdco I Inc.
Notes Offered	Up to $600,000,000 in aggregate principal amount of 7.375% Senior Notes due 2022. The exchange notes and the original notes will be considered to be a single class for all purposes under the indenture, including waivers, amendments, redemptions and offers to purchase.
Maturity Date	The exchange notes mature on October 15, 2022.
Interest Rate	Interest on the exchange notes will be payable in cash and accrue at a rate of 7.375% per annum.
Interest Payment Dates	April 15 and October 15 of each year, commencing on April 15, 2015.
Guarantees	The exchange notes initially will be guaranteed, jointly and severally, by MPG and all of our wholly-owned domestic subsidiaries that guarantee the Senior Credit Facilities. See “Description of Exchange Notes— Subsidiary Guarantees.” Our non-guarantor subsidiaries will include, but are not limited to, our foreign subsidiaries and their subsidiaries and certain immaterial subsidiaries that do not guarantee the Senior Credit Facilities.
Ranking	The exchange notes and the related guarantees constitute our and the guarantors’ senior unsecured obligations: •       equally in right of payment with all of the Issuer’s and the guarantor’s existing and future senior indebtedness; •       senior in right of payment to all of the Issuer’s and the guarantor’s existing and future subordinated indebtedness; •       effectively subordinated to all of the Issuer’s and the guarantor’s existing and future secured indebtedness, including the borrowings under the Senior Credit Facilities, to the extent of the value of the assets securing such indebtedness; and •       structurally subordinated to existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes, to the extent of the assets of those subsidiaries.
	As of December 31, 2014, we had $1,961.8 million of indebtedness outstanding, including the notes offered hereby and $1,340.0 million under our Term Loan Facility which would have ranked effectively senior to the exchange notes as described above. In addition, as of the same date, we had approximately $234.4 million of availability under our new revolving credit facility (excluding $15.6 million of letters of credit outstanding).
Optional Redemption	On or after October 15, 2017, we may redeem the exchange notes, in whole or in part, at any time at the redemption prices described under “Description of Exchange Notes—Optional Redemption”, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On or prior to October 15, 2017, we may also redeem up to 40% of the aggregate principal amount of the exchange notes, using proceeds of certain equity offerings at a redemption price set forth in this prospectus, plus accrued and unpaid interest thereon, if any, to, but not

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	including, the applicable redemption date. In addition, prior to October 15, 2017, we may redeem all or part of the exchange notes at a redemption price of 100% of the principal amount thereof, plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. See “Description of Exchange Notes—Optional Redemption.”
Change of Control Offer	If we experience specific kinds of change of control events, we may be required to offer to repurchase the exchange notes at a purchase price equal to 101% of the principal amount of the exchange notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. See “Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control.”
Asset Sale Offer	If we sell assets under certain circumstances, we must offer to repurchase the exchange notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the applicable repurchase date. See “Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales.
Certain Covenants	The indenture contains covenants that, among other things, will limit the ability of the Issuer and its restricted subsidiaries to: •       incur additional debt or issue certain disqualified stock and preferred stock; •       pay dividends or make certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness; •       create liens; •       make certain payments or other restricted payments; •       engage in transactions with affiliates; and •       sell certain assets or merge or consolidate with or into other companies or otherwise dispose of all or substantially all of their assets. These covenants are subject to important exceptions and qualifications as described under “Description of Exchange Notes—Certain Covenants.” Many of these covenants will cease to apply to the exchange notes during any time that the exchange notes have investment grade ratings from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s (“S&P”) so long as there is no default under the indenture governing to the exchange notes. See “Description of Exchange Notes—Certain Covenants—Covenant Suspension.”
No Public Market	The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Although the initial purchasers have informed us that they intend to make a market in the exchange notes, such initial purchasers are not obligated to do so, and may discontinue market-making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.
Risk Factors	You should carefully consider the information in the section entitled “Risk Factors” before participating in the exchange offer.

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following table sets forth MPG’s summary historical financial and other data for the periods and as of the dates indicated. We derived the summary consolidated statement of operations data and statement of cash flow data for the year ended December 31, 2014, December 31, 2013, Successor Period 2012 and Predecessor Period 2012 from MPG’s audited consolidated financial statements included elsewhere in this prospectus. The Combination has been accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests, and, as such, the bases of accounting of HHI, Metaldyne and Grede were carried over to MPG. These consolidated financial statements reflect the retrospective application of MPG’s capital structure and consolidated presentation of the Combination for the Successor Period. MPG’s historical capital structure has been retroactively adjusted to reflect the post-Combination capital structure for the Successor Period.

Our historical results are not necessarily indicative of future operating results and results of interim periods are not necessarily indicative of results for the entire year. You should read the information set forth below in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.

	Successor									Predecessor
	Year Ended, December 31, 2014			Year Ended, December 31, 2013			Successor Period 2012(1)			Predecessor Period 2012(1)
	(In millions, except per share amounts)
Statement of Operations Data:
Net sales	$	2,717.0		$	2,017.3		$	205.3		$	680.5
Cost of sales		2,294.1			1,708.7			199.5			559.0
Gross profit		422.9			308.6			5.8			121.5
Selling, general and administrative expenses		194.6			123.2			14.4			116.6
Acquisition costs		13.0			—			25.9			13.4
Goodwill impairment		11.8			—			—			—
Operating profit (loss)		203.5			185.4			(34.5	)		(8.5	)
Interest expense, net		99.9			74.7			11.1			25.8
Loss on debt extinguishment		60.7			—			—			—
Other, net		(11.3	)		17.8			1.5			2.4
Other expense, net		149.3			92.5			12.6			28.2
Income (loss) before tax		54.2			92.9			(47.1	)		(36.7	)
Income tax expense (benefit)		(19.1	)		35.0			(15.2	)		(11.1	)
Net income (loss)		73.3			57.9			(31.9	)		(25.6	)
Income attributable to noncontrolling interest		0.4			0.3			0.0			0.2
Net income (loss) attributable to stockholders	$	72.9		$	57.6		$	(31.9	)	$	(25.8	)
Net income (loss) per share attributable to stockholders: (2)
Basic	$	1.09		$	0.86		$	(0.48	)	$	(1.46	)
Diluted		1.06			0.86			(0.48	)		(1.46	)
Basic weighted average shares outstanding		67.1			67.1			67.1			17.7
Diluted weighted average shares		68.5			67.1			67.1			17.7
Statement of Cash Flows Data:
Cash flows from operating activities	$	305.4		$	234.3		$	(1.8	)	$	64.7
Cash flows from investing activities		(984.9	)		(116.7	)		(1,515.0	)		(31.3	)
Cash flows from financing activities		776.7			(91.1	)		1,557.1			(27.3	)
Effect of exchange rates on cash		(8.9	)		1.4			—			0.3
Net increase (decrease) in cash and cash equivalents	$	88.3		$	27.9		$	40.3		$	6.4
Other Data:
Adjusted EBITDA (3)	$	478.6		$	363.1		$	29.4		$	113.8

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	Year Ended December 31, 2014		Year Ended December 31, 2013
	(In millions)
Balance Sheet Data
Cash and cash equivalents	$	156.5	$	68.2
Property and equipment, net		750.2		539.5
Total assets		3,224.6		2,216.8
Long-term debt, including capital lease obligations		1,960.2		1,259.7
Total debt		1,961.8		1,280.0
Total liabilities		2,699.7		1,891.6
Total stockholders’ equity (deficit)		524.9		325.2

(1) The period from January 1, 2012 to October 5, 2012 is referred to as “Predecessor Period 2012.” The period from October 6, 2012 to December 31, 2012 is referred to as “Successor Period 2012.”

(2) For the year ended December 31, 2013 and Successor Period 2012, the weighted average shares outstanding were retrospectively adjusted to reflect MPG common stock outstanding upon completion of the Combination, and the equivalent shares for outstanding stock-based compensation awards were retrospectively adjusted to reflect the conversion of those awards into options to purchase shares of MPG common stock. For Predecessor Period 2012, the weighted average shares outstanding reflect the capital structure of HHI prior to the HHI Transaction, and the equivalent shares for outstanding stock-based compensation reflect awards issued by HHI.

(3) EBITDA is calculated as net income before interest expense, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for:

• (gain) loss on foreign currency;

• (gain) loss on fixed assets;

• debt transaction expenses;

• stock-based compensation;

• sponsor management fee;

• non-recurring acquisition and purchase accounting related items; and

• non-recurring operational items.

Adjusted EBITDA eliminates the effects of items that we do not consider indicative of our core operating performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered as alternatives to net income, as determined under U.S. generally accepted accounting principles (“GAAP”), and our calculation of Adjusted EBITDA may not be comparable to those reported by other companies.

Management believes the inclusion of the adjustments to Adjusted EBITDA is appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. By providing this non-GAAP financial measure, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. We believe Adjusted EBITDA is used by investors as supplemental measures to evaluate the overall operating performance of companies in our industry.

Management uses Adjusted EBITDA or comparable metrics:

• as a measurement used in comparing our operating performance on a consistent basis;

• to calculate incentive compensation for our employees;

• for planning purposes, including the preparation of our internal annual operating budget;

• to evaluate the performance and effectiveness of our operational strategies; and

• to assess compliance with various metrics associated with our agreements governing our indebtedness.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Adjusted EBITDA does not reflect all GAAP non-cash and non-recurring adjustments;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacements;

• Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and

• Adjusted EBITDA does not reflect the non-cash component of employee compensation.

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To address these limitations, we reconcile Adjusted EBITDA to the most directly comparable GAAP measure, net income. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted EBITDA.

The following table sets a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure:

	Successor									Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013			Successor Period 2012 (a)			Predecessor Period 2012 (a)
	(In millions)
Adjusted EBITDA	$	478.6		$	363.1		$	29.4		$	113.8
Interest expense		(99.9	)		(74.7	)		(11.1	)		(25.8	)
Income tax expense		19.1			(35.0	)		15.2			11.1
Depreciation and amortization		(210.8	)		(163.4	)		(18.7	)		(20.0	)
Loss on debt extinguishment		(60.7	)		—			—			—
(Gain) loss on foreign currency		15.7			(2.3	)		(1.5	)		—
(Gain) loss on fixed assets		(2.1	)		(1.4	)		—			1.1
Debt transaction expenses		(3.0	)		(6.0	)		—			(2.4	)
Stock-based compensation		(17.3	)		(6.2	)		(0.1	)		—
Sponsor management fee		(5.1	)		(4.0	)		(0.6	)		(0.7	)
Non-recurring acquisition and purchase accounting related items (b)		(23.0	)		(10.5	)		(43.3	)		(103.4	)
Non-recurring operational items (c)		(18.2	)		(1.7	)		(1.2	)		0.7
Net income	$	73.3		$	57.9		$	(31.9	)	$	(25.6	)

(a) The period from January 1, 2012 to October 5, 2012 is referred to as “Predecessor Period 2012.” The period from October 6, 2012 to December 31, 2012 is referred to as “Successor Period 2012.”

(b) Comprised of acquisition and purchase accounting items including transaction related costs, inventory step-up and ASP MD purchase price adjustment.

(c) Non-recurring operational items include charges for disposed operations, impairment charges, insurance proceeds, curtailment gain and other.

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RISK FACTORS

You should carefully consider the risks described below before participating in the exchange offer. The risks described below are not the only ones facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business or results of operations in the future. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment in the notes.

Risks Related to the Exchange Offer

You may have difficulty selling the original notes that you do not exchange.

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your original notes described in the legend on your original notes. The restrictions on transfer of your original notes arise because we issued the original notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the original notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the Registration Rights Agreement, we do not intend to register the original notes under the Securities Act. The tender of original notes under the exchange offer will reduce the principal amount of the currently outstanding original notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding original notes that you continue to hold following completion of the exchange offer.

There is no established trading market for the exchange notes, and you may not be able to sell them quickly or at the price that you paid.

The exchange notes are new issues of securities and will be freely transferrable, but there are currently no established trading markets for the exchange notes. Although the initial purchasers of the original notes have advised us that they currently intend to make a market in the exchange notes, they are not obligated to do so and may discontinue market-making activities at any time without notice. Furthermore, such market- making activity will be subject to limits imposed by the Securities Act and the Exchange Act.

We also cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the exchange notes or, in the case of any holders of the notes that do not exchange them, the trading market for the original notes following the exchange offer. Future trading prices of the exchange notes will depend on many factors, including:

• our operating performance and financial condition;

• our ability to complete the offer to exchange the original notes for the exchange notes;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the original notes and exchange notes will be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

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You must comply with the exchange offer procedures in order to receive new, freely tradable exchange notes.

Delivery of exchange notes in exchange for original notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of original notes into the exchange agent’s account at DTC, as depositary, including an agent’s message (as defined herein). We are not required to notify you of defects or irregularities in tenders of original notes for exchange. Original notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer certain registration and other rights under the Registration Rights Agreement will terminate. See “The Exchange Offer—Procedures for Tendering” and “The Exchange Offer—Consequences of Failure to Exchange.”

Some holders who exchange their original notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to Our Indebtedness and the Notes

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

As of December 31, 2014, we had total indebtedness of $1,961.8 million, including $1,340.0 million in aggregate principal amount of indebtedness under the Term Loan Facility and $600.0 million aggregate principal amount of the notes, and an additional $234.4 million of borrowing capacity available under the Revolving Credit Facility after giving effect to $15.6 million of outstanding letters of credit. This high level of indebtedness could have significant negative consequences, including:

• increasing our vulnerability to adverse economic, industry or competitive developments;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing funds available for working capital, capital expenditures, acquisitions, selling and marketing efforts, product development, future business opportunities and the ability to pay any future dividends;

• exposing us to the risk of increased interest rates because certain of our borrowings, including and most significantly borrowings under the Senior Credit Facilities, are at variable rates of interest;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing such indebtedness;

• limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, product development and other corporate purposes;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; and

• limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

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The occurrence of any one or more of these events could have a material adverse effect on our business, financial condition, and results of operations. If we add new debt to our outstanding debt levels, the risks related to our indebtedness would increase.

We, including our subsidiaries, will have the ability to incur substantially more indebtedness, including senior secured indebtedness.

Subject to the restrictions in our Senior Credit Facilities and the indenture governing the notes, we, including our subsidiaries, may incur significant additional indebtedness. As of December 31, 2014 we had $1,961.8 million of indebtedness outstanding, including the notes offered hereby and $1,340.0 million under our Term Loan Facility which would have ranked effectively senior to the exchange notes as described above. In addition, as of the same date, we had approximately $234.4 million of availability under our new revolving credit facility (excluding $15.6 million of letters of credit outstanding).

Although the terms of our Senior Credit Facilities and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. If we and our restricted subsidiaries incur significant additional indebtedness, the related risks that we face could increase.

Restrictions imposed by the indenture governing the notes, and by our Senior Credit Facilities and our other outstanding indebtedness, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

The terms of our Senior Credit Facilities and the indenture governing the notes restrict us and our subsidiaries from engaging in specified types of transactions. These covenants restrict the Issuer’s ability and the ability of its restricted subsidiaries to, among other things:

• incur or guarantee additional indebtedness;

• create liens;

• pay dividends on their capital stock or redeem, repurchase or retire our capital stock or certain indebtedness;

• make investments, loans, advances and acquisitions;

• create restrictions on the payment of dividends or other amounts to the Issuer from certain of its subsidiaries or on pledging its or certain of its subsidiaries’ assets;

• engage in transactions with our affiliates;

• sell assets, including capital stock of the Issuer’s restricted subsidiaries;

• consolidate or merge;

• amend the terms of our or our subsidiaries’ organizational documents and certain indebtedness; and

• change their line of business.

In addition, our revolving credit facility requires us to comply, under certain circumstances, with a minimum senior secured net leverage ratio covenant. Our ability to comply with this covenant can be affected by events beyond our control, and we may not be able to satisfy them. A breach of this covenant would be an event of default. In the event of a default under our revolving credit facility, those lenders could elect to declare all amounts outstanding under our revolving credit facility to be immediately due and payable or terminate their commitments to lend additional money, which would also lead to a cross-default and cross-acceleration of amounts owing under our Term Loan Facility. If the indebtedness under our Senior Credit Facilities or the notes were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In particular, noteholders will be paid only if we have assets remaining after we pay amounts due on our secured indebtedness, including our Senior Credit Facilities. We have pledged a significant portion of our assets as collateral under our Senior Credit Facilities. See “Description of Other Indebtedness.”

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We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. Our ability to restructure or refinance our debt, if at all, will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture governing the notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our Senior Credit Facilities and the indenture governing the notes restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our ability to repay our debt, including the notes, is affected by the cash flow generated by our subsidiaries.

The Issuer is a holding company. Our subsidiaries own substantially all of our assets and conduct substantially all of our operations. Accordingly, repayment of our indebtedness, including the notes, will be dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, other intercompany payment or otherwise. Unless they are guarantors of the notes, our subsidiaries will not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of only indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive funds from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Your right to receive payments on the notes is effectively subordinated to the right of lenders who have a security interest in our assets to the extent of the value of those assets.

The Issuer’s obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our Senior Credit Facilities and each guarantor’s obligations under its guarantee of our Senior Credit Facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of substantially all of our wholly-owned U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our Senior Credit Facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes are not secured by any of our assets or the equity interests in the guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full. See “Description of Other Indebtedness.”

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Claims of noteholders will be structurally subordinated to claims of creditors of certain of our subsidiaries that do not guarantee the notes.

The notes are not guaranteed by certain of our subsidiaries, including all of our non-U.S. subsidiaries or non-wholly owned subsidiaries that do not guarantee the Senior Credit Facilities. Accordingly, claims of holders of the notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

The indenture governing the notes and the Senior Credit Facilities will permit our non-guarantor subsidiaries to incur certain additional debt and will not limit their ability to incur other liabilities that are not considered indebtedness thereunder.

The notes are obligations of a holding company that has no independent operations and is dependent on its subsidiaries for cash.

As a holding company, the Issuer’s investments in its operating subsidiaries constitute all of its operating assets. Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances and transfers of funds from our subsidiaries to meet our debt service and other obligations. The ability of our subsidiaries to pay dividends or make other advances and transfers of funds will depend on their respective results of operations and may be restricted by, among other things, applicable laws limiting the amount of funds available for payment of dividends and agreements of those subsidiaries.

The lenders under our Senior Credit Facilities will have the discretion to release any guarantors under these facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

While any obligations under our Senior Credit Facilities remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes, at the discretion of lenders under our Senior Credit Facilities, if the related guarantor is no longer a guarantor of obligations under our Senior Credit Facilities or any other indebtedness. The lenders under our Senior Credit Facilities will have the discretion to release the guarantees under our Senior Credit Facilities in a variety of circumstances. Any of our subsidiaries that are released as a guarantor of our Senior Credit Facilities will automatically be released as a guarantor of the notes. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our Senior Credit Facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness (including covenants in our Senior Credit Facilities and the indenture governing the notes), we could be in default under the terms of the agreements governing such indebtedness, including our Senior Credit Facilities and the indenture governing the notes. In the event of such default,

• the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;

• the lenders under our Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings or exercise other remedies against our assets; and

• we could be forced into bankruptcy or liquidation.

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If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our Senior Credit Facilities to avoid being in default. If we breach our covenants under our Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, if any. The source of funds for any such purchase of the notes will be our available cash or cash generated from our operations or the operations of our subsidiaries or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, the term of our Senior Credit Facilities will provide that a change of control is an event of default thereunder that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our Senior Credit Facilities. Our failure to repurchase the notes upon a change of control would cause a default under the indenture governing the notes and a cross default under our Senior Credit Facilities.

In addition, certain significant corporate events, such as the sale of our company to a public company, may not, under the indenture that will govern the notes, constitute a “change of control” that would require us to repurchase the notes, even though such corporate events could increase the level of indebtedness or otherwise adversely affect our capital structure or the value of the notes. See “Description of Exchange Notes—Repurchase at the Option of the Holders—Change of Control.”

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of “substantially all” of our assets.

The definition of change of control in the indenture governing the notes includes a phrase relating to the sale of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale of less than all our assets to another person may be uncertain.

Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantee of the notes by certain of our subsidiaries, and to require holders of notes to return payments received from us.

The Issuer’s issuance of the notes and the guarantee of the notes by certain of our subsidiaries may be subject to review under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. While the relevant laws may vary from state to state, under such laws, the issuance of the notes or a guarantee could be voided, or claims in respect of the notes or a guarantee could be subordinated to all other debts of the Issuer or that guarantor, as applicable, if, among other things, the Issuer or the guarantor, at the time it incurred the indebtedness:

• received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by the Issuer or a guarantor pursuant to the notes or a guarantee, as applicable, could be voided and required to be returned to us or the guarantor, as applicable, or to a fund for the benefit of the creditors of the guarantor.

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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, our company 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.

On the basis of historical financial information, recent operating history and other factors, we believe that the Issuer and each guarantor, after giving effect to the guarantee of the notes, will be solvent, 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. Although the indenture governing the notes contains a limitation on each guarantor’s liability under its guarantee to the maximum amount that would be enforceable under applicable law, a recent court decision found that a similar limitation was ineffective to preserve the enforceability of a guarantee.

If a court were to find that the issuance of the notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of the Issuer or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to other claims against us under the principle of equitable subordination, if the court determines that: (i) the holder of notes engaged in some type of inequitable conduct; (ii) such inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holder of mates; and (iii) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

We may designate certain of our subsidiaries as unrestricted, in which case they would not be subject to the restrictive covenants in the indenture governing the notes.

Although all of our subsidiaries are currently restricted, we may designate certain subsidiaries as unrestricted in the future. Any such subsidiaries would not be subject to the restrictive covenants in the indenture governing the notes. This means that these entities would be able to engage in many of the activities that we and our restricted subsidiaries are prohibited or limited from doing under the terms of the indenture governing the notes, such as incurring additional debt, securing assets in priority to the claims of the holders of the notes, paying dividends, making investments, selling assets and entering into mergers or other business combinations. These actions could be detrimental to our ability to make payments of principal and interest when due and to comply with our other obligations under the notes, and could reduce the amount of our assets that would be available to satisfy your claims should we default on the notes.

Many of the covenants in the indenture governing the notes will not apply to us if the notes are rated investment grade by both Moody’s and Standard & Poor’s.

Many of the covenants in the indenture governing the notes will not apply to us if the notes are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default had occurred and is continuing. There can be no assurance that the notes will ever be rated investment grade, or that if they are rated investment grade, that the notes will maintain these ratings. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in effect. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the indenture. See “Description of Exchange Notes—Certain Covenants.”

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In addition, during the period the covenants are suspended as noted above, a transaction that would constitute a “change of control” under the indenture governing the notes will not require us to repurchase the notes unless such transaction would result in a decline in the ratings of the notes. See “Description of Exchange Notes—Repurchase at the Option of the Holders—Change of Control.”

Risks Related to Our Industry and Our Business

Volatility in the global economy has, and may continue to have, a severe and negative impact on the demand for new vehicles and, in turn, our products.

The demand for and pricing of our products are subject to economic conditions and other factors present in the geographic markets where our products are sold that are beyond our control, such as a worsening of global economic and political conditions as a result of rising interest rates or inflation, high unemployment, increasing energy and fuel prices, increased volatility in global capital markets, international conflicts, regulatory changes and many other factors. Demand for our products correlates to consumer demand for new vehicles containing our products. Adverse changes in global economic and political conditions, or sluggish or uneven recovery in specific countries or regions, may result in lower consumer confidence, which has a significant impact on consumer demand for vehicles.

A decline in vehicle production levels, particularly with respect to Platforms for which we are a significant supplier, or the financial distress of any of our major customers, could have a material adverse effect on our business.

Demand for our products is directly related to the vehicle production levels of our OEM end-customers. New vehicle sales and production can be affected by general economic or industry conditions, the level of consumer demand, recalls and other safety issues, labor relations issues, fuel prices, fuel efficiency and vehicle safety regulations and other regulatory requirements, government initiatives, trade agreements, the availability and cost of credit, the availability to our customers and suppliers of critical components needed to complete the production of vehicles, restructuring actions of OEMs, our customers, suppliers, and many other factors. Financial difficulties experienced by any major customer could have a material adverse effect on us if such customer were unable to pay for the products we provide or we experienced a loss of, or material reduction in, business from that customer.

As a result of such difficulties, we could experience lost revenues, write-offs of accounts receivable, impairment charges or additional restructurings, some significant, from year-to-year, which, in turn, could cause fluctuations in the demand for our products. The automotive industry is cyclical and sensitive to general economic conditions and other factors, including the global credit markets, interest rates, consumer credit and consumer spending and preferences. An economic downturn, severe weather or other adverse industry conditions that result in even a relatively modest decline in vehicle production levels could reduce our sales and thereby adversely affect our financial condition, results of operations, and cash flows.

Seasonality in the automotive industry could have a material adverse effect on our business.

The automotive industry in which we operate is seasonal. Some of our largest OEM customers typically shut down vehicle production during certain months or weeks of the year. For example, our OEM customers in North America and Europe typically shut down operations during portions of July and August and one week in December. During these manufacturing shutdown periods, our customers will generally reduce the number of production days because of lower demands and reduce excess vehicle inventory. Such seasonality could have a material adverse effect on our business, financial condition, and results of operations.

We face significant competition.

The automotive supply industry is highly competitive. We compete worldwide with other automotive suppliers on the basis of price, technological innovation, quality, delivery, Program launch support, and overall customer service, among other factors. Our ability to compete successfully depends, in large part, on our success in

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continuing to innovate and manufacture products utilized in Programs or Platforms that have commercial success with consumers, differentiate our products from those of our competitors, continue to deliver quality products in the time frames required by our customers, and maintain low-cost production. We continue to invest in technology and innovation which we believe will be critical to our long-term growth. Our ability to anticipate changes in technology and to successfully develop and introduce new and enhanced products and/or manufacturing processes on a timely basis will be a significant factor in our ability to remain competitive. If we are unsuccessful or are less successful than our competitors in consistently developing innovative products, processes, and/or use of materials, we may be placed at a competitive disadvantage, which could have a material adverse effect on our business, financial condition, and results of operations. The inability to compete successfully could have a material adverse effect on our business, financial condition, and results of operations.

We are dependent on large-volume customers for current and future sales. The loss of any of these customers or a reduction in sales to these customers could have a material adverse impact on our business.

We depend on major vehicle OEMs for our sales. Our financial results are closely correlated to production by Ford Motor Company (“Ford”), General Motors Company (“GM”), Fiat Chrysler Automobiles (“FCA”), Daimler AG (“Daimler”), Toyota Motor Corporation (“Toyota”), and Hyundai Motor Company (“Hyundai”), given our higher sales to these customers. For the year ended December 31, 2014, end customer sales attributed to these OEMs accounted for approximately 67% of our net sales. We may make fewer sales to these customers for a variety of reasons. The loss of any one of these customers or a significant decrease in business from one or more of these customers could harm our business, reduce our revenues and cash flows, and limit our ability to spread fixed costs over a larger sales base, which could have a material adverse effect on our business, financial condition, and results of operations.

A reduction in outsourcing by our customers, or the loss of a material number of Programs, combined with a failure to secure sufficient alternative Programs, could have a material adverse effect on our business.

We depend on the outsourcing of components, modules, and assemblies by vehicle manufacturers. The extent of vehicle manufacturer outsourcing is influenced by a number of factors, including: relative cost, quality and timeliness of production by suppliers as compared to vehicle manufacturers, capacity utilization, vehicle manufacturers’ perceptions regarding the strategic importance of certain components/modules to them, labor relations among vehicle manufacturers, their employees and unions, and other considerations. A number of our major OEM customers manufacture products for their own uses that directly compete with our products. These OEMs could elect to manufacture such products for their own uses in place of the products we currently supply. A reduction in outsourcing by vehicle manufacturers, or the loss of a material number of Programs combined with the failure to secure alternative Programs with sufficient volumes and margins, could have a material adverse effect on our business, financial condition, and results of operations.

We are under continuing pressure from our customers to reduce our prices.

As is common practice in the automotive industry, the majority of our products are sold under long-term contracts with prices scheduled at the time the contracts are established, many of which require price reductions in subsequent years. The inability to offset the impact of such price reductions through continued technology improvements, cost reductions, or other productivity initiatives could have a material adverse effect on our business, financial condition, and results of operations.

We may not realize all of the sales expected from awarded business, and we may not fully recover pre-production costs, which could have a material adverse effect on our business.

The sales to be generated from awarded business are inherently subject to a number of risks and uncertainties, including the number of vehicles produced, the timing of vehicle production, and the mix of options our customers, and the ultimate consumers, may choose. Anticipated product sales could differ significantly from actual firm orders or firm commitments, and awards of business do not represent guarantees of production volumes or revenues. While we typically enter into agreements for the customers’ purchasing requirements for the entire production life of the vehicle, ranging from one to six years with automatic renewal provisions that generally result in our contracts running for the life of the Program, many customer purchase orders contain provisions that permit

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our customers to unilaterally cancel our contracts with limited or no notice. Our ability to obtain compensation from our customers for such cancellation, if the cancellation is through no fault of our own, is generally limited to the direct costs we have incurred for raw materials and work-in-process and, in certain instances, unamortized investment costs. If we do not realize all of the sales expected from awarded business, it could have a material adverse effect on our business, financial condition, and results of operations.

Typically, it takes two to three years from the time an OEM or Tier I supplier awards us a Program until the Program is launched and we begin production. In many cases, we must commit substantial resources in preparation for production under awarded Programs well in advance of the customer’s production start date. We may not realize substantially all of the revenue from our incremental business backlog. If we are unable to recover pre-production costs, it could have a material adverse effect on our business, financial condition, and results of operations.

Our failure to increase production capacity, or overexpansion of production, could harm our business and damage our customer relationships.

We may be unable to expand our business, satisfy customer requirements, maintain our competitive position, and improve profitability if we are unable to increase production capacity at our facilities to meet any increased demand for our products. Moreover, we may experience delays in receiving equipment and be unable to meet any increases in customer demand. Failure to satisfy customer demand may result in a loss of market share to competitors and may damage our relationships with key customers.

Due to the lead time required to produce the equipment used in our manufacturing process, it can take months and even years to obtain new machines after they are ordered. Accordingly, we are required to order production equipment well in advance of supplying components. In addition, the equipment used in our manufacturing process requires large capital investments. If our manufacturing facilities are not expanded or completed on a timely basis or if anticipated customer orders do not materialize, we may not be able to generate sufficient sales to offset the costs of new production equipment. Furthermore, we rely on longer-term forecasts from our customers to plan our capital expenditures. If these forecasts prove to be inaccurate, either we may have spent too much on capacity growth, which could require us to consolidate facilities, or we may have spent too little on capital expenditures, in which case we may be unable to satisfy customer demand, either of which could have a material adverse effect on our business. Furthermore, our ability to establish and operate new manufacturing facilities and expand production capacity is subject to significant risks and uncertainties, including:

• limitations in the agreements governing our indebtedness that restrict the amount of capital that can be spent on manufacturing facilities;

• inability to raise additional funds or generate sufficient cash flow from operations to purchase raw material inventory and equipment or to build additional manufacturing facilities;

• delays and cost overruns as a result of a number of factors, many of which are beyond our control, such as increases in raw material prices and long lead times or delays with equipment vendors;

• delays or denials of required approvals by relevant government authorities;

• diversion of significant management attention and other resources;

• inability to hire qualified personnel; and

• failure to execute our expansion plan effectively.

If we are unable to establish or successfully increase production capacity as a result of the risks described above or otherwise, we may not be able to expand our business to meet any increased demand for our products. Alternatively, if we increase production capacity at our existing facilities, we may not be able to generate sufficient customer demand for our products to support the increased production levels, any of which could have a material adverse effect on our business, financial condition, and results of operations.

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We rely on key machinery and tooling to manufacture components for Powertrain and Safety-Critical systems that cannot be easily replicated.

We currently depend on key machinery and tooling used to manufacture components for Powertrain and Safety-Critical systems. Our machinery and tooling are complex, cannot be easily replicated, and have a long lead-time to manufacture. If there is a breakdown in such machinery and tooling that we or our service providers are unable to repair in a timely fashion, or equipment manufacturers fail to timely deliver new equipment, obtaining replacement machinery or rebuilding tooling could involve significant delays and costs, and may not be available to us on reasonable terms. If we or our service providers our unable to repair our equipment or tooling, in some cases, it could take several months, or longer, for a supplier to begin providing machinery and tooling to specification. Any disruption of machinery and tooling supplies could result in lost or deferred sales and customer charges which could have a material adverse effect on our business, financial condition, and results of operations.

If we experience Program launch difficulties, it could have a material adverse effect on our business.

The launch of a new Program is complex, and its success depends on a wide range of factors, including the production readiness of our and our suppliers’ manufacturing facilities and manufacturing processes, tooling, equipment, employees, initial product quality, and other factors. Our failure to successfully launch new business or to contain launch costs could result in a loss of business or the incurrence of substantial unexpected costs, such as increased scrap or premium freight charges, which could have a material adverse effect on our business, financial condition, and results of operations.

A disruption in our supply or delivery chain could cause one or more of our customers to halt production.

In certain instances, we ship our products to customer vehicle assembly plants on a “just-in-time” basis in order for our customers to maintain low inventory levels. Our suppliers use a similar method in providing raw materials to us. However, the “just-in-time” method makes the logistics supply chain in our industry very vulnerable to disruptions. These disruptions may result for many reasons, including closures of supplier plants or critical manufacturing lines due to strikes, mechanical breakdowns, electrical outages, fire, explosions, as well as logistical complications resulting from labor disruptions, weather or other natural disasters, mechanical failures, and delayed customs processing. In addition, we may need to rely on suppliers in local markets that have not yet proven their ability to meet our requirements. The lack of even a small single subcomponent necessary to manufacture one of our products, for whatever reason, could force us to cease production, possibly for a prolonged period. Similarly, a potential quality issue could force us to halt deliveries while we contain nonconforming products or validate our process. Even where products are ready to be shipped, or have been shipped, delays may arise before they reach our customer. If we fail to timely deliver, we may have to absorb our own costs for identifying the cause and solving the problem, as well as expeditiously producing and shipping replacement products. Additionally, if we are unable to deliver our products to our customers in a timely manner, our customers may be forced to cease production and may seek to recover losses from us, which could be significant. Thus, any supply chain disruption could cause the complete shutdown of an assembly line of one of our customers, which could expose us to material claims for compensation and have a material adverse effect on our business, financial condition, and results of operations.

Work stoppages or production limitations at one or more of our customers’ facilities could disrupt our production volumes.

A work stoppage or other limitation on production could occur at customer facilities for any number of reasons, including as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements, or as a result of supplier financial distress or other production constraints or difficulties, or due to disruptions in shipping, or for other factors. A disruption in production at the facilities of our large-volume customers could have a material adverse effect on our business, financial condition and results of operations.

A catastrophic loss of one of our key manufacturing facilities could have a material adverse effect on our business.

While we manufacture our products in several facilities and maintain insurance covering our facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of our manufacturing facilities due to accident, labor issues, weather conditions, acts of war, political unrest, terrorist activity, natural disaster or otherwise, whether short- or long-term, could have a material adverse effect on our business, financial condition, and results of operations.

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We rely upon trademarks, copyrights, patents and contractual restrictions to protect our know-how, trade secrets and other intellectual property. Failure to protect our intellectual property rights may undermine our competitive position and protecting our rights or defending against third-party allegations of infringement may be costly.

Protection of proprietary processes, know-how, trade secrets, documentation, and other technology is critical to our business. Failure to protect, monitor, and control the use of our existing know-how, trade secrets, and other intellectual property rights could cause us to lose our competitive advantage and incur significant expenses. We rely on trademarks, copyrights, patents, and contractual restrictions to protect our intellectual property rights, but these measures may be insufficient. While we enter into confidentiality and proprietary rights agreements and agreements for assignment of invention with our employees and third parties to protect our know-how, trade secrets, and intellectual property rights, such agreements and assignments could be breached and may not provide meaningful protection. Also, others may independently develop technologies or products that are similar to ours. In such case, our know-how and trade secrets would not prevent third parties from competing with us. Third parties may seek to oppose, cancel, or invalidate our intellectual property rights, which could have a material adverse effect on our business, financial condition and results of operations. Our patents expire on various dates through 2031.

The costs associated with the protection of our know-how, trade secrets, intellectual property and our proprietary rights and technology are ongoing. Third parties or employees may infringe or misappropriate our proprietary technologies or other intellectual property rights. Policing unauthorized use of intellectual property rights can be difficult and expensive, and adequate remedies may not be available. Failure to protect or enforce our intellectual property rights may undermine our competitive position, and protecting our rights or defending against third-party allegations of infringement may be costly, which could have a material adverse effect on our business, financial condition, and results of operations.

Any acquisitions or joint ventures we make could disrupt and materially harm our business.

We may grow through acquisitions of complementary businesses, products or technologies, or by entering into joint ventures. Acquisitions or strategic alliances involve numerous risks, including:

• difficulties in the integration of the acquired businesses or incorporating joint ventures;

• the diversion of our management team’s attention from other business concerns;

• uncertainties in assessing the value, strengths and potential profitability of, and identifying the extent of all weaknesses of, acquisition candidates;

• the assumption of unknown liabilities, including environmental, tax, pension and litigation liabilities, and undisclosed risks impacting the target;

• adverse effects on existing customer and supplier relationships;

• incurrence of substantial indebtedness;

• potentially dilutive issuances of equity securities;

• integration of internal controls;

• entry into markets in which we have little or no direct prior experience;

• the potential loss of key customers, management and employees of an acquired business;

• potential integration or restructuring costs;

• the ability to achieve operating and financial synergies; and

• unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying our rationale for pursuing the acquisition or joint venture.

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We cannot ensure that we will be able to successfully integrate acquisitions or incorporate joint ventures that we undertake or that such acquisitions or joint ventures will perform as planned or prove to be beneficial to our business and results of operations. The occurrence of any one or more of these factors could cause us not to realize the benefits anticipated to result from an acquisition or a joint venture, which could have a material adverse effect on our business, financial condition, and results of operations.

The prices of raw materials and commodities we use are volatile.

Our business is subject to volatility in pricing of raw materials used in our manufacturing processes, such as steel scrap, steel bar, pig iron, aluminum, copper, molybdenum and other metallic materials. The costs of these products are subject to inflationary and market pricing pressures, and as such, have fluctuated over the past several years. Certain raw materials and other commodities used in our operations are generally only available from a few suppliers. Although agreements with our suppliers generally contain pass-through price adjustments, we may experience increasing costs or reduced scrap sales due to changing material prices and timing. Furthermore, our suppliers’ inability to handle raw material cost increases may lead to delivery delays, additional costs, production issues, or quality issues with our suppliers in the future and, accordingly, could have a material adverse effect on our business, financial condition, and results of operations.

Although we also maintain pass-through arrangements with most of our customers, we may not always be able to effectively offset all of our increased raw material costs. Our ability to pass through increased raw material costs to our customers may be limited, and the recovery may be less than our cost or on a delayed basis, which impacts our operating income. These pricing pressures put significant operational and financial burdens on us and our suppliers. Our suppliers’ inability to absorb raw material cost increases may lead to delivery delays, additional costs, production issues or quality issues with suppliers in the future. To the extent we are unable to offset raw material and commodity price increases and fluctuations by passing price increases to our customers, such price fluctuations or delays could have a material adverse effect on our business, financial condition, and results of operations.

Our relationships with key third-party suppliers could be damaged or terminated.

We obtain raw materials and components from third-party suppliers. We typically source raw materials or components from single suppliers. Although we are generally able to substitute suppliers for raw materials and components without material short-term costs, in some cases it could be difficult and expensive for us to change suppliers. Various factors could result in the termination of our relationship with any supplier or the inability of suppliers to continue to meet our requirements on favorable terms. For example, volatility in the political or financial markets and uncertainty in the automotive sector could negatively impact the financial viability of certain key third-party suppliers. Severe financial difficulties at any of our suppliers could result in us being unable to obtain, on a timely basis and on similar economic terms, the quantity and quality of components and raw materials we require for the production of our products. In response to financial pressures, suppliers may also exit certain business lines or change the terms on which they are willing to provide raw materials and components to us. The loss of or damage to our relationships with these suppliers or any delay in receiving raw materials and components could impair our ability to deliver products to our customers and, accordingly, could have a material adverse effect on our business, financial condition, and results of operations.

We could be materially adversely affected by any failure to maintain a competitive cost structure.

We believe that our strong operating margins and cash flow generation are the result of our strong customer relationships, innovative metal forming process technologies, broad product portfolio and disciplined capital investment approach. There are many factors that could affect our ability to manage our cost structure that we are not able to control, including the need for unexpected significant capital expenditures and unexpected changes in commodity or component pricing that we are unable to pass on to our customers. As a result, we may be unable to manage our operations to profitably meet current and expected market demand. Additionally, we have substantial indebtedness of approximately $1,961.8 million as of December 31, 2014. Our inability to maintain our cost structure could adversely impact our operating margins and our results of operations.

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We may incur significant costs if we close any of our manufacturing facilities.

We may, from time to time, close high cost or less efficient manufacturing facilities. If we must close any of our facilities because of the consolidation of facilities, loss of business, or cancellation of Programs for which we manufacture products, the employee severance, asset retirement and other costs to close these facilities may be significant. In certain locations where our facilities are subject to leases, we may continue to incur significant costs in accordance with the existing lease terms. We may be unsuccessful in renegotiating these leases or we may need to make large settlements or take other actions to terminate our leases. We attempt to align production capacity with demand; however, we cannot provide any assurance that we will not close manufacturing facilities in the future, which could result in adverse publicity and have a material adverse effect on our business, financial condition, and results of operations.

We may incur significant costs at our facility in Sandusky, Ohio.

We currently manufacture wheel bearings for a large OEM customer at our facility in Sandusky, Ohio (the “Sandusky facility”). As part of our customer contract, we currently receive labor subsidies from this OEM customer which are scheduled to expire in September 2015. Concurrently with such expiration, our union contract at the Sandusky facility will expire. Although we are working to re-negotiate this union contract before expiration, we may be unsuccessful in doing so, which may cause significant labor disruptions or we may have to discontinue operations at the Sandusky facility in the future. We may operate the Sandusky facility for a period of time with losses if we are unable to generate enough new revenue from current or new customers to offset known business attrition. Further, we may operate the facility at losses for a period of time while we implement wind down and closure.

If we cease operations at the Sandusky facility, we may incur closure costs such as employee severance, asset disposition and other costs. For example, the lease term of the Sandusky facility continues to 2033 at approximately $4 million per year in lease payments. We may be unsuccessful in renegotiating the Sandusky facility lease or we may need to make settlements or take other actions to terminate this lease and related obligations. The closure of the Sandusky facility could also result in adverse publicity or labor disruptions, and have a material adverse effect on our business, financial condition, and results of operations.

A failure of or disruptions in our information technology (“IT”) networks and systems, or the inability to successfully implement upgrades to our enterprise resource planning (“ERP”) systems, could have a material adverse effect on our business.

We rely upon IT networks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes or activities. Additionally, we and certain of our third-party vendors collect and store personal information in connection with human resources operations and other aspects of our business. The secure operation of these IT networks and systems and the proper processing and maintenance of this information are critical to our business operations. Despite the implementation of security measures, our IT systems are at risk to damages from computer viruses, unauthorized access, cyber-attack and other similar disruptions. The occurrence of any of these events could compromise our networks, and the information stored there could be accessed, publicly disclosed or lost. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, the disruption of our operations or damage to our reputation. We may also be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. Any of these issues could have a material adverse effect on our business, financial condition, and results of operations.

Further, we plan to expand and update our networks and systems in the normal course and in response to the changing needs of our business, which may include a new ERP system to upgrade our operating and financial systems. Should the systems not be implemented successfully, or if the systems do not perform in a satisfactory manner once implementation is complete, our business and operations could be materially adversely affected.

We are subject to environmental and safety requirements and risks as a result of which we may incur significant costs, liabilities and obligations.

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We are subject to a variety of environmental and safety laws, regulations, initiatives, and permits that govern, among other things: activities or operations that may have an adverse environmental effect; soil, surface water and groundwater contamination; the generation, storage, handling, use, disposal and transportation of hazardous materials and hazardous waste; the emission and discharge of materials, including greenhouse gases into the environment; and health and safety. Failure to comply with these laws, regulations or permits could result in fines or sanctions, obligations to investigate or remediate existing or potential contamination, third-party property damage claims, personal injury claims, or modification or revocation of operating permits and may lead to temporary or permanent business interruptions. Environmental laws, regulations, and permits, and the enforcement thereof, change frequently, and have tended to become increasingly stringent over time, which may necessitate substantial capital expenditures or operating costs or may require changes of production processes. Compliance with the requirements of laws and regulations affect ongoing operations and may increase capital costs and operating expenses, particularly if the applicable laws and regulations become increasingly stringent or more stringently enforced in the future. In addition, we may be required to use different materials in our production due to changing environmental restrictions or due to customer specifications. Material substitution may cause us to incur additional capital and operating costs.

We endeavor to conduct our operations according to all legal requirements, but we may not be in complete compliance with such laws and regulations at all times. We use, and in the past have used, hazardous materials and we generate, and in the past have generated, hazardous wastes. In addition, many of the locations that we own or operate used hazardous materials either before or after we began operating at those locations. We may be subject to claims under international, federal and state statutes, and/or common law doctrines for personal injury, property damages, natural resource damages and other damages, as well as the investigation and clean-up of soil, surface water, groundwater, and other media. Such claims may arise out of current or former activities at sites that we own or operate currently, as well as at sites that we owned or operated in the past, and at contaminated sites that have always been owned or operated by third parties. Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the remediation costs or other damages, or even for the entire cost without being entitled to claim compensation from third parties. We have from time to time been subject to claims arising out of contamination at our own and other facilities and may incur such liabilities in the future. Our costs, liabilities, and obligations relating to environmental matters may have a material adverse effect on our business, financial condition, and results of operations.

We are subject to governmental regulations that are already extensive and are growing, which will increase our costs.

We and the automotive industry as a whole are subject to a variety of federal, state, local, and international laws and regulations, including those relating to the reporting of certain claims, and those affecting taxes and levies, healthcare costs, and safety and international trade and immigration, among other things, all of which may have a direct or indirect effect on our business. In addition, compliance with complex U.S. and international laws and regulations that apply to our international operations increases our cost of doing business and in some cases restricts our ability to conduct business. These regulations are numerous and sometimes conflicting, and include import and export laws, sanctioned country restrictions, competition (or antitrust) laws, anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act, data privacy requirements, tax laws, and accounting requirements. Violations of these laws and regulations could result in civil and criminal fines, penalties and sanctions against us, our officers or our employees, as well as prohibitions on the conduct of our business and on our ability to offer our products in one or more countries, and could have a material adverse effect on our business, financial condition, and results of operations.

We could be adversely impacted by climate change and related energy legislation and regulation.

Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to climate change, regulating greenhouse gas emissions and energy policies. Due to the uncertainty in the regulatory and legislative processes, as well as the scope of such requirements and initiatives, we cannot currently determine the effect such legislation and regulation may have on our operations or on the production of, or demand for, vehicles. Additionally, our OEM customers are subject to significant environmentally focused state, federal, international and foreign laws and regulations that regulate vehicle emissions, fuel economy and other matters related to the environmental impact of vehicles. To the extent that such laws and regulations ultimately increase or decrease automotive vehicle production, such laws and regulations could have a material adverse effect on our business, financial condition, and results of operations.

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In addition, the physical occurrence of severe weather conditions or one or more natural disasters, whether due to climate change or naturally occurring, such as tornadoes, hurricanes and earthquakes in any country in which we operate or in which our suppliers or customers are located could have a material adverse effect on our business, financial condition and results of operations. Such events could result in:

• physical damage to and complete or partial closure of one or more of our or our customers’ manufacturing facilities;

• temporary or long-term disruption in the supply of raw materials from our suppliers;

• disruptions to our production or ability of our employees to work efficiently; and/or

• disruptions or delays in the transport of our products to our customers or their vehicles to their customers.

We may incur material costs related to legal proceedings.

From time to time we are involved in legal proceedings, claims, or investigations that are incidental to the conduct of our business. Some of these proceedings could allege damages against us relating to product warranties, environmental liabilities, regulatory violations, taxes, employment matters, intellectual property infringement, or commercial or contractual disputes. Estimated warranty costs related to product warranties are accrued once the liability has become both probable and reasonably estimable, and we do not maintain insurance for nonconforming products in the United States. We may incur substantial warranty expense related to existing or new products now or in the future or expansion in customer warranty programs. We cannot ensure that the costs, charges, and liabilities associated with legal proceedings, claims, or investigations will not be material or that those costs, charges, and liabilities will not exceed any related amounts accrued in our financial statements or be mitigated in any way by insurance. In future periods, we could be subject to cash costs or non-cash charges to earnings if any of these matters is resolved unfavorably to us.

We are currently, and may in the future become, subject to legal proceedings and commercial or contractual disputes. These claims typically arise in the normal course of business and may include commercial or contractual disputes with our customers and suppliers, intellectual property matters, personal injury, product liability, environmental, safety, and employment claims. These proceedings and claims may have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Our Workforce

Our ability to operate effectively could be impaired if we are unable to recruit and retain key personnel.

Our success depends, in part, on the efforts of our executive officers and other key senior managers and employees. In addition, our continued success depends in part on our ability to recruit, retain, and motivate highly skilled sales, manufacturing, and engineering personnel. Competition for skilled employees in our industry is intense, and we may not be able to successfully recruit, train, or retain qualified personnel. If we fail to recruit and retain the necessary personnel, our ability to obtain new customers and retain existing customers, develop new products, and provide acceptable levels of customer service could suffer, which could have a material adverse effect on our business, financial condition, and results of operations.

We have entered into employment agreements with certain of our key personnel. However, we cannot ensure that these individuals will stay with us. If any of these persons were to leave our company, it could be difficult to replace them, and our operations, ability to manage day-to-day aspects of our business and efforts to improve our cost competitiveness may be impaired, which could have a material adverse effect on our business, financial condition and results of operations.

Any failure to maintain satisfactory labor relations could subject us to work stoppages.

Approximately 23% of our employees are members of U.S. industrial trade unions working under the terms of collective bargaining agreements, and approximately 16% of our employees are members of international workers councils. There can be no assurance that future negotiations with our labor unions will be resolved

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favorably or that we will not experience a work stoppage or other disruptions. Certain terms contained in existing collective bargaining agreements may reduce our flexibility, or result in increased labor costs, to close or repurpose our manufacturing facilities. In addition, there can be no assurance that future negotiations will not result in labor cost increases or other terms and conditions. Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.

We face pension and other postretirement benefit obligations.

Although most of our legacy pension and other postretirement benefit obligations were eliminated through our prior restructuring processes, we have limited pension and other postretirement benefit obligations to certain of our associates and retirees. Our ability to satisfy the funding requirements associated with our pension and other postretirement benefit obligations to our employees and retirees will depend on our cash flow from operations and our ability to access credit and the capital markets. The funding requirements of these benefit plans and the related expense reflected in our financial statements are affected by several factors that are subject to an inherent degree of uncertainty and volatility, including government regulation. For example, the pensions regulator in the United Kingdom has power in certain circumstances to issue contribution notices (“CNs”) or financial support directions (“FSDs”) in respect of the underfunded United Kingdom defined benefit pension scheme (the “U.K. DB Plan”) which, if issued, could result in additional liabilities. Liabilities imposed under a CN or a FSD may equal the difference between the value of the assets of the U.K. DB Plan and the cost of buying out the benefits of participants of the U.K. DB Plan. In practice, the risk of a CN being imposed may inhibit our freedom to undertake certain corporate activities without first seeking the agreement of the trustees of the U.K. DB Plan. Additional security may need to be provided to the trustees of the U.K. DB Plan before certain corporate activities can be undertaken (such as the payment of an unusual dividend) and any additional funding of the U.K. DB Plan may have an adverse effect on our financial condition and the results of our operations. We also have unfunded or underfunded pension obligations in the U.S., Germany, France, Korea and Spain where similar changes in regulations or governmental actions could cause additional funding requirements.

Key assumptions used to value our benefit obligations and the cost of providing such benefits, funding requirements and expense recognition include the discount rate, the expected long-term rate of return on pension assets, the health care cost trend rate and assumptions underlying actuarial methods. If the actual trends in these factors are less favorable than our assumptions, we may have to contribute cash to fund our obligations under these plans, thereby reducing the funds available to fund our operations, which could have a material adverse effect on our business, financial condition, and results of operations. As of December 31, 2014, the funded status of our pension plans was an obligation totaling $36.9 million.

Risks Related to the Global Nature of Our Company

We are subject to risks related to our global operations.

For the year ended December 31, 2014, 38% of our net sales were derived from sales to customers outside the United States. We have manufacturing facilities in Brazil, China, the Czech Republic, France, Germany, Mexico, South Korea, Spain and the United Kingdom, and a joint venture in India, all of which accounted for 24% of our net sales for the same period. We also sell our products to customers in countries in which we do not have manufacturing facilities, such as Canada, Austria, Sweden, Hungary, and Italy. Our global operations are subject to various risks, including:

• currency exchange rate and interest rate fluctuations;

• exposure to local economic conditions;

• exposure to local political conditions, including expropriation of our facilities and nationalization by a government;

• compliance with export control provisions in several jurisdictions, including the United States, the European Union and China;

• changes in laws and regulations, including the laws and policies of the United States and other countries affecting trade and foreign investment;

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• transport availability and costs;

• changes in tax law (including as related to the Combination);

• unexpected changes in regulatory requirements;

• exposure to liabilities under the FCPA, the U.K. Bribery Act and similar laws;

• government imposed investment and other restrictions or requirements;

• exposure to local social unrest, including any resultant acts of war, terrorism or similar events;

• exposure to local public health issues and the resultant impact on economic and political conditions;

• increased risk of corruption;

• hyperinflation in certain countries;

• increased reliance on local suppliers that have not proven their ability to meet our requirements;

• the risk of government-sponsored competition;

• difficulty enforcing agreements and collecting receivables through certain legal systems;

• variations in protection of intellectual property and other legal rights;

• more expansive legal rights of labor unions;

• social laws that prohibit or make cost-prohibitive certain restructuring actions;

• adverse weather and natural disasters, such as heavy rains and flooding;

• increases in working capital requirements related to long supply chains or regional terms of business;

• controls on the repatriation of cash, including the imposition or increase of withholding and other taxes on remittances and other payments by our subsidiaries; and

• foreign currency exchange controls, export and import restrictions, such as antidumping duties, tariffs and embargoes, including restrictions promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury, and other trade protection regulations.

As we continue to expand our business globally, our success will depend in large part on our ability to anticipate and effectively manage these and other risks associated with our global operations. However, any of these factors could adversely affect our global operations and, consequently, have a material adverse effect on our business, financial condition, and results of operations.

Expanding our global operations and entering new geographic markets pose competitive threats and commercial risks.

As part of our long-term growth strategy, we seek to further expand our operations globally and enter into new geographic markets. Such growth requires investments and resources that may not be available to us as needed. We cannot guarantee that we will be successful in our global expansion and, if we sign new contracts, we cannot guarantee that we will meet the needs of these customers and compete favorably in these markets. If these customers experience reduced demand for their products or financial difficulties, our future prospects will be negatively affected as well, and we may not be able to recover the costs associated with such efforts, which could have a material adverse effect on our business, financial condition, and results of operations.

Foreign exchange rate fluctuations may affect our ability to realize projected growth rates in sales and earnings.

As a result of our global operations, we generate a significant portion of our sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. To the extent that we have significantly more costs than sales generated in a currency other than the U.S. dollar, we are subject to risk if the currency in which our costs are paid appreciates against the currency in which we generate sales because the appreciation effectively increases

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our cost in that country. We may selectively employ derivative instruments to reduce our foreign currency exchange risk and generally hold most of our foreign cash in U.S. dollars. This strategy and these instruments may be ineffective or may not offset more than a portion of the adverse financial impact resulting from foreign currency variations. Additionally, the financial condition, results of operations and cash flows of some of our operating entities are reported in currencies other than the U.S. dollar and then translated into U.S. dollars at the applicable exchange rate for inclusion in our financial statements. As a result, appreciation of the U.S. dollar against these other currencies generally will have a negative impact on our reported sales and profits while depreciation of the U.S. dollar against these other currencies will generally have a positive effect on reported sales and profits. Our primary currency exposures are the Euro, Mexican Peso, Korean Won and Chinese Renminbi. Any significant decline in the value of these currencies as compared to the U.S. dollar may have a material adverse effect on our business, financial condition, and results of operations.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We have entered into a registration rights agreement with the initial purchasers of the original notes (the “Registration Rights Agreement”), in which we agreed to file a registration statement relating to an offer to exchange the original notes for exchange notes with the SEC. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause the registration statement to become effective under the Securities Act. The exchange notes will have terms substantially identical to the original notes except that the exchange notes will not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer by the dates set forth in the Registration Rights Agreement. We issued the original notes in an aggregate principal amount of $600,000,000 on October 20, 2014.

Following the completion of the exchange offer, holders of original notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and, subject to certain exceptions, the original notes will continue to be subject to certain restrictions on transfer.

Subject to certain conditions, including the representations set forth below, the exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. In order to participate in the exchange offer, a holder must represent to us in writing, or be deemed to represent to us in writing, among other things, that:

• holder is not an “affiliate” of ours, as defined in Rule 405 of the Securities Act;

• the holder is not engaged and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes;

• the holder is acquiring the exchange notes in its ordinary course of business;

• if such holder is a broker-dealer, such holder has acquired the exchange notes for its own account in exchange for the original notes that were acquired as a result of market-making activities or other trading activities (other than original notes acquired directly from us or any of its affiliates) and that it will meet the requirements of the Securities Act in connection with any resales of the exchange notes (including delivery of a prospectus); and

• the holder is not acting on behalf of any person who could not truthfully and completely make the representations contained in the foregoing bullet points.

Under certain circumstances specified in the Registration Rights Agreement, we may be required to file a “shelf” registration statement covering resales of the original notes pursuant to Rule 415 under the Securities Act.

Based on an interpretation by the SEC’s staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

• is an “affiliate,” within the meaning of Rule 405 under the Securities Act, of ours;

• is a broker-dealer that purchased original notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

• acquired the exchange notes other than in the ordinary course of the holder’s business;

• has an arrangement with any person to engage in the distribution of the exchange notes; or

• is prohibited by any law or policy of the SEC from participating in the exchange offer.

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Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original 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 note. See “Plan of Distribution.” Broker-dealers who acquired original notes directly from us and not as a result of market-making activities or other trading activities may not rely on the staff’s interpretations discussed above, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all original notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on            , 2015, or such date and time to which we extend the exchange offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of original notes accepted in the exchange offer. Holders may tender some or all of their original notes pursuant to the exchange offer. Original notes may be tendered only in a denomination equal to $2,000 and any integral multiples of $1,000 in excess thereof.

The exchange notes will evidence the same debt as the original notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the original notes.

As of the date of this prospectus, $600.0 million in aggregate principal amount of original notes are outstanding. This prospectus, together with the letter of transmittal, is being sent to the registered holders of the original notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

We will be deemed to have accepted validly tendered original notes when, as and if we have given oral or written notice thereof to Wilmington Trust, National Association, which is acting as the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading “— Conditions to the Exchange Offer,” any such unaccepted original notes will be returned, without expense, to the tendering holder of those original notes promptly after the expiration date unless the exchange offer is extended.

Holders who tender original notes in the exchange offer 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 original notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

The expiration date shall be 5:00 p.m., New York City time, on             , 2015, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time on such date. Any such announcement will include the approximate number of securities deposited as of the date of the extension. We reserve the right, in our sole discretion:

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• to delay accepting any original notes, to extend the exchange offer or, if any of the conditions set forth under “—Conditions to the Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent; or

• to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of original notes of that amendment, and it will extend the offer period, if necessary, so that at least five business days remain in the offer following notice of the material change.

Procedures for Tendering

When a holder of original notes tenders, and we accept such notes for exchange pursuant to that tender, a binding agreement between us and the tendering holder is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of original notes who wishes to tender such notes for exchange must, on or prior to the expiration date:

• transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to Wilmington Trust, National Association, which will act as the exchange agent, at the address set forth below under the heading “—Exchange Agent”; or

• comply with DTC’s Automated Tender Offer Program, or ATOP, procedures described below.

In addition, either:

• the exchange agent must receive the certificates for the original notes and the letter of transmittal;

• the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the original notes being tendered, along with the letter of transmittal or an agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, or “book-entry confirmation,” which states that DTC has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

The method of delivery of the original notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or original notes should be sent directly to us.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the original notes surrendered for exchange are tendered:

• by a registered holder of the original notes; or

• for the account of an eligible institution.

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An “eligible institution” is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

If original notes are registered in the name of a person other than the signer of the letter of transmittal, the original notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange to the exchange agent, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of original notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

• reject any and all tenders of any outstanding note improperly tendered;

• refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, acceptance of the outstanding note may be deemed unlawful; and

• waive any defects or irregularities or conditions of the exchange offer as to any particular outstanding note based on the specific facts or circumstances presented either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender original notes in the exchange offer.

Notwithstanding the foregoing, we do not expect to treat any holder of original notes differently from other holders to the extent they present the same facts or circumstances.

Our interpretation of the terms and conditions of the exchange offer as to any particular original notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of original notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities.

Neither we, the exchange agent, nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of original notes for exchange, nor shall any of us incur any liability for failure to give such notification.

If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any original notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons’ authority to so act unless we waive this requirement.

By tendering, each holder will represent to us that the person acquiring exchange notes in the exchange offer, whether or not that person is the holder, is obtaining them in the ordinary course of its business, and at the time of the commencement of the exchange offer neither the holder nor, to the knowledge of such holder, that other person receiving exchange notes from such holder has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes issued in the exchange offer in violation of the provisions of the Securities Act. If any holder or any other person receiving exchange notes from such holder is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes in violation of the provisions of the Securities Act to be acquired in the exchange offer, the holder or any other person:

• may not rely on applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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Each broker-dealer that acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such exchange notes issued in the exchange offer). 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” for a discussion of the exchange and resale obligations of broker-dealers.

Acceptance of Original notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue exchange notes registered under the Securities Act in exchange for the tendered original notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the Registration Rights Agreement. See “— Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

For each outstanding note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered outstanding note. Registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid, from the issue date of the original notes. Holders of exchange notes will not receive any payment in respect of accrued interest on original notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer. Under the Registration Rights Agreement, we may be required to make payments of additional interest to the holders of the original notes under circumstances relating to the timing of the exchange offer.

In all cases, we will issue exchange notes for original notes that are accepted for exchange only after the exchange agent timely receives:

• certificates for such original notes or a timely book-entry confirmation of such original notes into the exchange agent’s account at DTC;

• a properly completed and duly executed letter of transmittal or an agent’s message; and

• all other required documents.

If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, the nonexchanged notes will be credited to an account maintained with DTC.

We will return the original notes or have them credited to DTC, promptly after the expiration or termination of the exchange offer.

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Book-Entry Transfer

The participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book-entry transfer will be deemed to include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must:

• be transmitted to and received by the exchange agent at the address set forth below under “— The Exchange Agent” on or prior to the expiration date; or

• comply with the guaranteed delivery procedures described below.

DTC’s ATOP program is the only method of processing the exchange offer through DTC. To tender original notes through ATOP, participants in DTC must send electronic instructions to DTC through DTC’s communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent’s message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent’s message. Any instruction through ATOP, such as an agent’s message, is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

In order for your tender through ATOP to be valid, an agent’s message must be transmitted to and received by the exchange agent prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If a holder of original notes desires to tender such notes and the holder’s original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

• the holder tenders the original notes through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, acceptable to us, by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier), mail or hand delivery, setting forth the name and address of the holder of the original notes tendered, the names in which such original notes are registered, if applicable, the certificate number or numbers of such original notes and the amount of the original notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

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Withdrawal of Tenders

You may withdraw tenders of your original notes at any time prior to the expiration of the exchange offer.

For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under “— Exchange Agent.” Any such notice of withdrawal must:

• specify the name of the person that has tendered the original notes to be withdrawn; identify the original notes to be withdrawn, including the principal amount of such original notes; and

• where certificates for original notes are transmitted, specify the name in which original notes are registered, if different from that of the withdrawing holder.

If certificates for original notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If original 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, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, the original notes withdrawn will be credited to an account at the book-entry transfer facility. The original notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we may (a) refuse to accept any original notes and return all tendered original notes to the tendering holders, (b) extend the exchange offer and retain all original notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw those original notes, or (c) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered original notes that have not been withdrawn, if we determine, in our reasonable judgment, that (i) the exchange offer violates applicable laws or, any applicable interpretation of the staff of the SEC; (ii) an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or (iii) all governmental approvals that we deem necessary for the consummation of the exchange offer have not been obtained.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

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In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for those original notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Effect of Not Tendering

Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the prospectus relating to the original notes. After completion of the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those original notes except in limited circumstances with respect to specific types of holders of original notes and we do not intend to register the original notes under the Securities Act. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Exchange Agent

All executed letters of transmittal should be directed to the exchange agent. Wilmington Trust, National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail, Hand or Overnight Delivery:   Wilmington Trust, National Association c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-1626 Attn: Workflow Management By Facsimile:   (302) 636-4139

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, legal, printing and related fees and expenses. Notwithstanding the foregoing, holders of the original notes shall pay all agency fees and commissions and underwriting discounts and commissions, if any, attributable to the sale of such original notes or exchange notes.

Accounting Treatment

We will record the exchange notes at the same carrying value as the original 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 as the terms of the exchange notes are substantially identical to those of the original notes. The expenses of the exchange offer will be amortized over the terms of the exchange notes.

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Transfer Taxes

Holders who tender their original notes in exchange for exchange notes will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to issue exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those original notes. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. Notwithstanding the foregoing, holders of original notes shall pay transfer taxes, if any, attributable to the sale of such original notes or of any exchange notes received in connection with this exchange offer. If a transfer tax is imposed for any reason other than the transfer and exchange of original notes to the Issuer or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder.

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain of our obligations under the Registration Rights Agreement. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for the exchange notes, we will receive original notes in like principal amount. We will retire or cancel all of the original notes tendered in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

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UNAUDITED PRO FORMA FINANCIAL DATA

The following unaudited pro forma consolidated financial data for the year ended December 31, 2014 has been derived by giving effect to the following pro forma adjustments to our historical consolidated financial statements appearing elsewhere in this Form S-4:

• the Grede Transaction;

• the Combination;

• the Refinancing;

• the issuance of 846,675 restricted shares of our common stock granted in connection with the Company’s initial offering; and

• the elimination of certain sponsor management fees.

The Grede Transaction entailed the acquisition of Grede by American Securities and certain members of Grede management on June 2, 2014. The purchase price for the Grede Transaction was $829.7 million, net of cash and cash equivalents acquired.

For the purposes of the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014, we assumed that the Grede Transaction occurred on January 1, 2014 and was accounted for using the acquisition method. The unaudited pro forma condensed consolidated statement of operations was derived from our historical statements of operations for the year ended December 31, 2014 and the historical statements of operation of Grede for the year ended December 31, 2014.

The Combination entailed the reorganization of HHI, Metaldyne and Grede on August 4, 2014 through the mergers of three separate wholly-owned merger subsidiaries of MPG. As a result, HHI, Metaldyne and Grede became wholly owned subsidiaries of MPG. The Combination has been accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests, that is, the bases of accounting of HHI, Metaldyne and Grede were carried over to MPG. See “Summary—Company Organization and History.”

In connection with the Combination, we incurred additional professional fees. The additional professional fees are non-recurring and directly attributable to the Combination. The pro forma adjustments remove the professional fees from the pro forma condensed consolidated statements of operations.

In connection with the Combination and as adjusted for the stock split, we issued options to purchase 1.6 million shares of MPG common stock at an exercise price of $20.00 per share and we converted HHI, Metaldyne and Grede equity grants to MPG equity grants. The pro forma adjustments for stock-based compensation expenses are to account for related expenses as if the equity grants were awarded or converted as of January 1, 2014.

The pro forma adjustments for the Refinancing relate to borrowings under the Senior Credit Facilities and issuance of the Senior Notes and prepayment of the existing senior secured credit facilities. For the purposes of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2014, we assumed the Refinancing occurred on January 1, 2014.

On October 20, 2014, MPG Holdco entered into the $1,350.0 million Term Loan Facility as well as the $250.0 million Revolving Credit Facility. Interest on the Term Loan Facility accrued at a rate equal to the LIBOR rate (bearing a LIBOR floor of 1.00%) plus an applicable margin of 3.50% or a base rate that is the higher of the Federal Funds Rate (plus 0.50%), the U.S. prime rate as published in the Wall Street Journal, or LIBOR (plus 1.00%), plus an applicable margin of 2.50%, at MPG Holdco’s option. After our initial public offering, the applicable margin became 3.25% for LIBOR rate loans and 2.25% for base rate loans. The Term Loan Facility matures in 2021 and is payable in quarterly installments of $3.375 million beginning in March 2015. At the time of the Refinancing, there was no balance outstanding on the Revolving Credit Facility.

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On October 20, 2014, MPG Holdco issued $600.0 million aggregate principal amount of the Senior Notes. The Senior Notes mature on October 15, 2022, and bear interest at a rate of 7.375%, payable semiannually, on April 15th and October 15th of each year.

The net proceeds of the Senior Notes and the borrowings under the Senior Credit Facilities, together with cash on hand, were used to prepay all amounts outstanding under each of HHI, Metaldyne and Grede’s existing senior secured credit facilities.

In addition to the pro forma adjustments related to the Refinancing, the pro forma adjustments related to the IPO include a reduction in interest expense due to a reduction in the applicable interest rate on the Term Loan Facility by 25 basis points.

The pro forma adjustments also relate to restricted shares of our common stock that were granted in connection with the IPO. The number of shares granted is 846,675 based on the offering price of $15.00. For the purposes of the pro forma condensed consolidated statements of operations, we recognized the related expense as if the grant date was January 1, 2014.

The pro forma adjustments for the IPO also relate to the elimination of certain sponsor management fees under the management consulting agreements between American Securities and each of HHI, Metaldyne and Grede. See “Certain Relationships and Related Person Transactions—Management Consulting Agreements.” These agreements terminated pursuant to their respective terms upon consummation of the IPO. For the purposes of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2014, we assumed the consummation of this offering occurred on January 1, 2014 and, therefore, reversed all sponsor management fees paid to American Securities during those periods.

The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the pro forma adjustments actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future period.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with “Summary—Summary Historical Financial and Other Data,” “Risk Factors,” “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2014

(In millions, except per share amounts)

				The Grede Transaction									The Combination						The Refinancing						The Offering
	Consolidated MPG			Grede Holdings LLC Historical Results Adjustment(a)			Acquisition Pro Forma Adjustments(a)			Subtotal			Pro Forma Adjustments(i)(j)			Subtotal			Pro Forma Adjustments(k,l)			Subtotal			Pro Forma Adjustments(m)(n)(o)			Pro Forma
Net sales	$	2,717.0		$	427.0		$	—		$	3,144.0		$	—		$	3,144.0		$	—		$	3,144.0		$	—		$	3,144.0
Cost of sales		2,294.1			352.2			3.5	b,c		2,649.8			—			2,649.8			—			2,649.8			—			2,649.8
Gross profit		422.9			74.8			(3.5	)		494.2			—			494.2			—			494.2			—			498.5
Selling, general and administrative expenses		194.6			67.9			(32.2	) d,e		230.3			(1.1	)		229.2			—			229.2			0.2			229.4
Acquisition costs		13.0			4.5			(17.5	) f		—			—			—			—			—			—			—
Goodwill impairment		11.8			—			—			11.8			—			11.8			—			11.8			—			11.8
Operating profit		203.5			2.4			46.2			252.1			1.1			253.2			—			253.2			(0.2	)		253.0
Interest expense, net		99.9			17.4			(3.6	) g		113.7			—			113.7			3.6			117.3			(3.2	)		114.1
Loss on Debt Extinguishment		60.7			—			—			60.7			—			60.7			(60.7	)		0.0			—			—
Other, net		(11.3	)		—			—			(11.3	)		—			(11.3	)		(2.8	)		(14.1	)		—			(14.1	)
Other expense, net		149.3			17.4			(3.6	)		163.1			—			163.1			(59.9	)		103.2			(3.2	)		100
Income (loss) before tax		54.2			(15.0	)		49.8			89.0			1.1			90.1			59.9			150.0			3.0			153.0
Income tax expense		(19.1	)		3.7			10.6	h		(4.8	)		0.4			(4.4	)		20.9			16.5			1.1			17.6
Net income (loss)		73.3			(18.7	)		39.2			93.8			0.7			94.5			39.0			133.5			1.9			135.4
Income attributable to noncontrolling interest		0.4			—			—			0.4			—			0.4			—			0.4			—			0.4
Net income (loss) attributable to stockholders	$	72.9		$	(18.7	)	$	39.2		$	93.4		$	0.7		$	94.1		$	39.0		$	133.1		$	1.9		$	135.0
Net income (loss) per share attributable to stockholders:
Basic	$	1.09																										$	2.01	p
Diluted	$	1.06																										$	1.98	p

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Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

a) Grede Holdings LLC Historical Results Adjustment represents the historical results of Grede Holdings LLC for the 154 day period ended June 1, 2014.

The Grede Transaction Acquisition Pro forma Adjustment applies the effect of acquisition method accounting for the Grede Transaction to the historical results of Grede Holdings LLC as if the acquisition occurred and was accounted for on January 1, 2014.

b) Reflects additional depreciation expense resulting from the $36.0 million increase in the value of property and equipment to adjust the carrying value to the estimated fair value. The depreciation adjustment was calculated by depreciating the estimated fair value using the straight line method over an average remaining useful life of five years, less historical depreciation expense. The following table sets forth the depreciation adjustment amounts applied for the period presented:

	Year Ended December 31, 2014
	(In millions)
Reverse historical depreciation	$	(10.3	)
Add pro forma depreciation		14.0
Depreciation adjustment	$	3.7

c) Typically, we expense de minimis manufacturing supplies at the time of purchase. Upon completion of the Grede Transaction, Grede adopted this practice. The adjustment reflects the change as if it had occurred on January 1, 2014 and represents the change in the carrying value of de minimis manufacturing supplies during the periods presented. The adjustment is $(0.1) million for the year ended December 31, 2014.

d) As part of the accounting for the Grede Transaction, intangible assets consisting of $338.7 million of customer relationships and platforms with an average remaining useful life of 10 years and $30.4 million of trade names and trademarks with an average remaining useful life of 15 years were recognized. The adjustments remove amortization expense on intangible assets included in the Grede historical results and add amortization expense on the intangible assets recognized as part of the accounting for the Grede Transaction as if the value of those assets had been recognized on January 1, 2014. The following table sets forth the amortization adjustment amounts applied for the period presented:

	Year Ended December 31, 2014
	(In millions)
Reverse historical amortization	$	(1.1	)
Add pro forma amortization		15.2
Amortization adjustment	$	14.1

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e) Included in the Grede Holdings LLC Historical Results Adjustment for the year ended December 31, 2014 is $46.3 million of expense recognized on member unit-based compensation awards which vested during the period as a result of a change-in-control vesting provision. The adjustment removes these expenses from the pro forma statement of operations for the year ended December 31, 2014.

f) Acquisition expenses directly related to the Grede Transaction are included in the consolidated MPG results for the year ended December 31, 2014 totaling $13.0 million and the Grede Holdings LLC Historical Results Adjustment totaling $4.5 million. These expenses consisted of legal, accounting and consulting fees. The adjustment removes these expenses from the pro forma statement of operations for the year ended December 31, 2014.

g) As part of the Grede Transaction, Grede entered into new credit facilities consisting of a seven-year $600.0 million term loan and a five-year $75.0 million revolving credit agreement. Interest is accrued at a rate equal to the LIBOR rate (1% floor for term loan) plus an applicable margin of 3.75% or base rate that is the higher of the bank’s prime rate of the Federal funds rate (plus 0.50%), plus an applicable margin of 2.75%.

The table below details the interest calculation on the Grede acquisition debt:

	Year Ended December 31, 2014
	(In millions)
Interest on Grede term loan	$	20.9
Less: four months interest included in Consolidated MPG		(9.0	)
Revolver interest and fees, letter of credit fees and other interest(1)		0.6
Total	$	12.5

⁽¹⁾ As actually incurred in the period presented.

Grede incurred debt issuance costs of $20.2 million, which had been deferred and were being recognized in expense through the maturity date of the credit facilities. The adjustment to interest expense as if the debt was entered into on January 1, 2014 was calculated using an average interest rate of 4.75% for the period presented as follows:

	Year Ended December 31, 2014
	(In millions)
Interest on Grede acquisition debt	$	12.5
Amortization of deferred financing costs		1.3
Less: historical Grede interest expense		(17.4	)
Total interest expense adjustment	$	(3.6	)

Due to the LIBOR floor, an assumed 25 basis point change in LIBOR would have no impact on the interest expense adjustment.

h) The adjustments to income tax provision (benefit) applied U.S. statutory rates collectively to the Grede historical results and the pro forma adjustments using rates of 41.0% for the year ended December 31, 2014.

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In connection with the Grede Transaction, Grede became a corporation for U.S. federal income tax purposes subject to corporate level income taxes in future period, and the effective tax rates were determined assuming Grede as a corporation for U.S. federal income tax purposes considering all significant permanent book/tax differences and using the applicable federal, state, and foreign statutory tax rates.

i) Included in our consolidated results for the year ended December 31, 2014 are $1.5 million of legal, accounting and consulting fees incurred for services directly related to the Combination. The adjustment removes such fees from the pro forma statement of operations.

j) In conjunction with the Combination and adjusted for the stock split, we issued options for 1.55 million shares of our common stock (“New Options”) and converted outstanding awards on HHI, Metaldyne and Grede equity into options for 4.89 million shares of our common stock (“Converted Options”). The adjustment reflects additional expense for stock-based compensation as a result of granting the New Options as if the grant occurred on January 1, 2014 and reflects changes in expense recognition on the Converted Options as if the conversion occurred on January 1, 2014. The expense on the New Options was determined based on the grant-date calculated value based on a Black-Scholes valuation model. Weighted average assumptions, as adjusted for the stock split, used for the grant-date calculated value of the New Options were as follows:

	New Awards
Per share fair market value of the underlying stock	$	20.00
Exercise price of the option	$	20.00
Expected term of the option		5
Annual risk-free interest rate over the option’s expected term		1.7	%
Expected annual dividend yield on the underlying stock over the option’s expected term		0	%
Expected stock price volatility over the option’s expected term		65	%
Weighted average calculated value	$	11.37

The expense for the period was applied as follows:

	Year Ended December 31, 2014
	(In millions)
Changes in timing of recognition (1)	$	(1.9	)
Expense adjustment on all other options (2)		2.3
Stock-based compensation adjustment	$	0.4

⁽¹⁾ Included in Consolidated MPG results for the year ended December 31, 2014 is $1.9 million of expense recognized on HHI awards representing acceleration of expense recognition as a result of a dividend payment by HHI in May 2014. With an assumed conversion date of January 1, 2014, the acceleration in not applicable to the pro forma results.

⁽²⁾ Expense recognition for remaining New Options is being expensed over their weighted average vesting period of 3.1 years. The adjustment represents approximately seven months of expense for the year ended December 31, 2014.

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k) The adjustment to reflect interest expense and debt transaction expenses as if the Refinancing, as described above, occurred on January 1, 2014 was calculated using an average interest rate of 4.5% on the borrowings under the Senior Credit Facilities and 7.375% on the Senior Notes for the year ended December 31, 2014 as follows:

	Year Ended December 31, 2014
	(In millions)
Interest including amortization of deferred financing fees and discounts on the Refinancing	$	111.3
Less: historical interest on prepaid debt		(107.7	)
Total interest expense adjustment	$	3.6
Reverse previously recognized debt transaction expenses	$	(2.8	)
Total other, net adjustment	$	(2.8	)

Due to the LIBOR floor, an assumed 25 basis point change in LIBOR would have no impact on the interest expense adjustment.

l) Loss on extinguishment of debt within the MPG consolidated statement of operations for the year ended December 31, 2014 represents unamortized debt fees, expenses and original issue discount recognized upon entering into The Refinancing. The adjustment removes this expense from the pro forma results.

m) Reflects the reduction in the interest rate applied in footnote (l) above to the Senior Credit facilities by 25 basis points attributable to the IPO. The adjustment was applied as follows:

	Year Ended December 31, 2014
	(In millions)
Interest expense	$	(3.2	)

n) Included in our consolidated results are fees incurred by HHI, Metaldyne and Grede under management consulting agreements with American Securities. These agreements terminated pursuant to their respective terms upon the consummation of the IPO. The adjustment removes such fees from the pro forma statement of operations and reflects the amount of fees recognized in our consolidated results for the period. The adjustment was $5.1 million for the year ended December 31, 2014.

o) In connection with the IPO, we issued restricted shares of our stock with a value of $12.7 million and the number of shares is 846,675 based on the IPO price of $15.00 per share. The vesting period is two years for 2/3 of the shares and three years for 1/3 of the shares. The adjustment was $5.3 million for the year ended December 31, 2014.

p) Pro forma earnings per share were calculated using net income (loss) attributable to stockholders as the numerator and the following denominators:

	Year Ended December 31, 2014
	(In millions)
Basic shares: Common stock of MPG outstanding upon completion of the Combination and the stock split		67.1
Dilutive stock-based compensation awards outstanding		1.2
Diluted shares		68.3

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SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth MPG’s selected historical financial data for the periods and as of the dates indicated. The consolidated statements of operations data for the years ended December 31, 2014 and 2013, Successor Period 2012 and Predecessor Period 2012 and the consolidated balance sheet data as of December 31, 2014 and 2013 are derived from the audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated balance sheet data as of December 31, 2012 is derived from MPG’s audited consolidated financial statements that are not present elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2011 and 2010, and the consolidated balance sheet data as of December 31, 2011, and 2010 is derived from the audited consolidated financial statements of HHI that are not present elsewhere in this prospectus. The financial data reflects the accounts of HHI for all periods, Metaldyne from December 18, 2012 forward and Grede from June 2, 2014 forward.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the audited consolidated financial statements included elsewhere in this prospectus.

	Successor									Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013			Successor Period 2012 (1)			Predecessor Period 2012 (1)			Year Ended December 31, 2011			Year Ended December 31, 2010
	(In millions, except per share data)
Statement of Operations Data:
Net sales	$	2,717.0		$	2,017.3		$	205.3		$	680.5		$	787.3		$	750.8
Cost of sales		2,294.1			1,708.7			199.5			559.0			643.4			612.4
Gross profit		422.9			308.6			5.8			121.5			143.9			138.4
Selling, general and administrative expenses		194.6			123.2			14.4			116.6			34.7			35.1
Acquisition costs		13.0			—			25.9			13.4			—			—
Goodwill impairment		11.8			—			—			—			—			—
Operating profit (loss)		203.5			185.4			(34.5	)		(8.5	)		109.2			103.3
Interest expense, net		99.9			74.7			11.1			25.8			31.6			25.8
Loss on debt extinguishment		60.7			—			—			—			—			—
Other, net		(11.3	)		17.8			1.5			2.4			6.3			2.2
Other expense. net		149.3			92.5			12.6			28.2			37.9			28.0
Income (loss) before tax		54.2			92.9			(47.1	)		(36.7	)		71.3			75.3
Income tax expense (benefit)		(19.1	)		35.0			(15.2	)		(11.1	)		24.6			28.2
Net income (loss)		73.3			57.9			(31.9	)		(25.6	)		46.7			47.1
Income attributable to noncontrolling interest		0.4			0.3			—			0.2			0.1			0.7
Net income (loss) attributable to stockholders	$	72.9		$	57.6		$	(31.9	)	$	(25.8	)	$	46.6		$	46.4
Net income (loss) per share attributable to stockholders (2)
Basic	$	1.09		$	0.86		$	(0.48	)	$	(1.46	)	$	2.64		$	2.67
Diluted		1.06			0.86			(0.48	)		(1.46	)		2.64			2.64
Basic weighted average shares outstanding		67.1			67.1			67.1			17.7			17.7			17.4
Diluted weighted average shares outstanding		68.5			67.1			67.1			17.7			17.7			17.6
Statement of Cash Flows Data:
Cash flows from operating activities	$	305.4		$	234.3		$	(1.8	)	$	64.7		$	50.9		$	52.3
Cash flows from investing activities		(984.9	)		(116.7	)		(1,515.0	)		(31.3	)		(22.7	)		(16.6	)
Cash flows from financing activities		776.7			(91.1	)		1,557.1			(27.3	)		(24.3	)		(60.5	)
Effect of exchange rates on cash		(8.9	)		1.4			—			0.3			(0.5	)		0.2
Net increase (decrease) in cash and cash equivalents	$	88.3		$	27.9		$	40.3		$	6.4		$	3.4		$	(24.6	)

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	Successor						Predecessor
	Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012		Year Ended December 31, 2011			Year Ended December 31, 2010
	(In millions, except per share data)
Balance Sheet Data
Cash and cash equivalents	$	156.5	$	68.2	$	40.3	$	4.2		$	0.8
Property and equipment, net		750.2		539.5		546.2		130.0			128.3
Total assets		3,224.6		2,216.8		2,250.2		361.5			332.4
Long-term debt, including capital lease obligations		1,960.2		1,259.7		1,075.7		331.4			251.6
Total debt		1,961.8		1,280.0		1,083.0		331.4			251.6
Total liabilities		2,699.7		1,891.6		1,729.7		453.2			371.6
Total stockholders’ equity (deficit)		524.9		325.2		520.5		(91.7	)		(39.2	)

(1) The period from January 1, 2012 to October 5, 2012 is referred to as “Predecessor Period 2012.” The period from October 6, 2012 to December 31, 2012 is referred to as “Successor Period 2012.”

(2) For the year ended December 31, 2013 and Successor Period 2012, the weighted average shares outstanding were retrospectively adjusted to reflect MPG common stock outstanding upon completion of the Combination, and the equivalent shares for outstanding stock-based compensation awards were retrospectively adjusted to reflect the conversion of those awards into options to purchase shares of MPG common stock. For Predecessor Period 2012 and the year ended December 31, 2011, the weighted average shares outstanding reflect the capital structure of HHI prior to the HHI Transaction, and the equivalent shares for outstanding stock-based compensation reflect awards issued by HHI.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our historical combined financial statements covers periods before the Combination. Accordingly, the discussion and analysis of such periods does not reflect the significant impact the Combination will have on our results of operations. As a result, our historical results of operations and our pro forma results of operations may not be indicative of our future results of operations. See “Risk Factors,” and “—Liquidity and Capital Resources.” In addition, the statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by the forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” and “Selected Historical Financial Data” and the notes to the consolidated financial statements contained elsewhere in this prospectus.

For purposes of the Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial and other data refer to those of MPG and “we,” “our,” “us” and similar terms refer to MPG and all of its consolidated subsidiaries, including HHI, Metaldyne and Grede, unless otherwise stated.

Overview

We are a leading provider of highly-engineered components for use in Powertrain and Safety-Critical Platforms for the global light, commercial and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. We are headquartered in Plymouth, Michigan, and our manufacturing is conducted in 56 production facilities located throughout North and South America, Europe and Asia.

Our History, the Combination and the IPO

Our business represents the reorganization of the businesses of HHI, Metaldyne and Grede.

HHI manufactures highly-engineered components for the North American light vehicle market. These components include transmission components, driveline components, wheel hubs, axle ring and pinion gears, sprockets, balance shaft gears, timing drive systems, variable valve timing (“VVT”) components, transfer case components and wheel bearings. HHI was formed in 2005, completed the strategic acquisitions of Impact Forge Group, LLC and Cloyes Gear and Products, Inc. and, following a §363 U.S. Bankruptcy Court supervised sale process, acquired certain assets and assumed specified liabilities from FormTech LLC, Jernberg Holdings, LLC and Delphi Automotive PLC’s wheel bearing operations. HHI was acquired by American Securities and certain members of HHI management on October 5, 2012 (the “HHI Transaction”). The purchase price for the HHI Transaction, net of cash and cash equivalents acquired, was $722.2 million. The purchase price was funded by cash from capital contributions of $254.7 million and $505.0 million in term loan debt.

Metaldyne manufactures highly-engineered Powertrain components for the global light vehicle markets. These components include connecting rods, VVT components, balance shaft systems, and engine crankshaft dampers, net formed differential gears and pinions and assemblies, differential assemblies, valve bodies, hollow and solid shafts, clutch modules and assembled end covers. Metaldyne was formed in 2009 as a new entity to acquire certain assets and assume specified liabilities from Oldco M Corporation following a §363 U.S. Bankruptcy Court supervised sale process. Oldco M Corporation was previously formed in 2000 when MascoTech, Inc., a then-publicly traded company, was taken private and acquired Simpson Industries, Inc., another then-public company. Metaldyne was acquired by American Securities and certain members of Metaldyne management on December 18, 2012 (the “Metaldyne Transaction”). The purchase price for the Metaldyne Transaction, including contingent

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consideration, was $796.6 million, net of cash and cash equivalents acquired. The Metaldyne Transaction was financed through a $620.0 million senior secured credit facility, which included a $75.0 million revolving credit facility (of which $6.0 million was outstanding at December 18, 2012), by cash from capital contributions of $295.0 million and $175.0 million of Metaldyne’s existing cash at December 18, 2012.

Grede manufactures highly-engineered components for the light, commercial and industrial vehicle and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. These components include turbocharger housings, differential carriers and cases, scrolls and covers, brake calipers and housings, knuckles, control arms, and axle components. Grede was formed in 2010 through a combination of the assets of the former Grede Foundries, Inc. and Citation Corporation, following a §363 U.S. Bankruptcy Court supervised sale process. Subsequently, Grede acquired Foseco-Morval Inc., GTL Precision Patterns Inc., Paxton-Mitchell Corporation, Virginia Castings Industries LLC, Teknik S.A. de C.V. and Novocast S.A. de C.V. and established global alliances, including with Georg Fischer Automotive AG (Europe / China). Grede was acquired by American Securities and certain members of Grede management on June 2, 2014 (the “Grede Transaction”). The purchase price for the Grede Transaction was $829.7 million, net of cash and cash equivalents acquired. The purchase price was funded by $258.6 million in cash from capital contributions, $600.0 million in borrowings under Grede’s term loan credit facility and $75.0 million in borrowings under Grede’s revolving credit facility (of which $1.0 million was outstanding at June 2, 2014).

In this discussion and analysis, we refer to the HHI Transaction, the Metaldyne Transaction and the Grede Transaction as the “Transactions.”

The Combination

HHI, Metaldyne and Grede were reorganized on August 4, 2014 through the mergers of three separate wholly owned merger subsidiaries of MPG. As a result, HHI, Metaldyne and Grede became wholly owned subsidiaries of MPG. These transactions are referred to as the Combination. The Combination has been accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests, that is, the bases of accounting of HHI, Metaldyne and Grede were carried over to MPG. See Note 2 of the notes to our consolidated financial statements included elsewhere in this prospectus.

The Refinancing

On October 20, 2014, the Issuer entered into senior credit facilities in the aggregate amount of $1,600.0 million (the “Senior Credit Facilities”). The Senior Credit Facilities provide for (i) the seven-year $1,350.0 million Term Loan Facility and (ii) the five-year $250.0 million revolving credit facility (the “Revolving Credit Facility”). The Senior Credit Facilities are guaranteed by MPG and substantially all of our existing and future domestic restricted subsidiaries and are secured by substantially all of our and the guarantors’ assets on a first lien basis, subject, in each case, to certain limitations. On October 20, 2014, the Issuer also entered into an indenture pursuant to which it issued $600.0 million aggregate principal amount of the notes. The notes are pari passu in right of payment with the Senior Credit Facilities, but are effectively subordinated to the Senior Credit Facilities to the extent of the value of the assets securing such indebtedness. For further information on the Senior Credit Facilities, see “—Liquidity and Capital Resources.”

The net proceeds of the notes and the borrowings under the Senior Credit Facilities, together with cash on hand, were used to prepay all amounts outstanding under each of HHI, Metaldyne and Grede’s existing senior secured credit facilities as described below:

• the HHI Credit Facilities consisting of (i) the HHI Term Loans in an original aggregate principal amount of $735.0 million and (ii) the $75.0 million HHI Revolver;

• the Metaldyne Credit Facilities consisting of (i) the U.S. dollar Metaldyne Term Loans in an original aggregate principal amount of $537.0 million, (ii) the Euro denominated Metaldyne Term Loans in an original aggregate principal amount of €100.0 million and (iii) the $75.0 million Metaldyne Revolver; and

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• the Grede Credit Facilities consisting of (i) Grede Term Loans in an original aggregate principal amount of $600.0 million and (ii) the $75.0 million Grede Revolver.

Collectively, we refer to the refinancing transactions described above and the payment of fees and expenses related to the foregoing as the “Refinancing.”

The IPO

On December 12, 2014, a portion of the Company’s common stock was offered for sale by affiliates of American Securities. Upon completion of the IPO and the underwriters’ exercise of an option to purchase additional shares, American Securities owns 78.5% of our outstanding common stock. As a result, American Securities is able to exert significant voting influence over fundamental and significant corporate matters and transactions.

Basis of Presentation

As a result of the Transactions and the Combination, our results of operations include:

• the results of HHI for all periods presented in this discussion and analysis;

• the results of Metaldyne for the periods from December 18, 2012 through December 31, 2012, the years ended December 31, 2013 and December 31, 2014; and

• the results of Grede from June 2, 2014 through December 31, 2014.

Accordingly, in the following discussion and analysis:

• the results of operations for the periods from January 1, 2011 to October 5, 2012, the date of the HHI Transaction, are referred to as the “Predecessor Period”;

• the results of operations for the periods from October 6, 2012 to December 31, 2014 are referred to as the “Successor Period”;

• the period from January 1, 2012 to October 5, 2012 is referred to as “Predecessor Period 2012”;

• the period from October 6, 2012 to December 31, 2012 is referred to as “Successor Period 2012”;

• Predecessor Period 2012 reflects the results of HHI prior to the HHI Transaction and no results for either Metaldyne or Grede; and

• Successor Period 2012 reflects the results of HHI for the entire period, the results of Metaldyne from December 18, 2012 to December 31, 2012 and no results for Grede.

We operate on a 13 week fiscal quarter which ends on the Sunday nearest to March 31, June 30 or September 30, as applicable. Our fiscal year ends on December 31. Further, prior to the Grede Transaction, Grede operated on a 52 or 53 week fiscal year which ended on the Sunday nearest to December 31. After the Grede Transaction, Grede’s fiscal year end conforms to our fiscal year end.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our results of operations for the Predecessor Period are not comparable to the Successor Period, our historical results of operations may not be comparable to our results of operations in future periods and our results of operations may vary from period to period. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

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The Transactions and the Combination

As a result of each of the Transactions and the Combination, our revenue and expenses have increased significantly and periods prior to each of the Transactions or the Combination are not comparable to periods after each of them. The main aspects of the Transactions and the Combination affecting comparability include:

• Our Historical Results Do Not Reflect All of Our Businesses. Our results for the year ended December 31, 2011 and the 352-day period ended December 17, 2012 only include results for HHI and do not include the results for Metaldyne. In addition, our results for the periods prior to June 2, 2014, the date of the Grede Transaction, do not include the results of Grede.

• Transaction-Related Costs. In connection with the HHI Transaction, the Metaldyne Transaction and the Grede Transaction, we incurred $23.7 million, $15.6 million and $13.0 million, respectively, of non-recurring transaction-related expenses, principally professional and sponsor fees. These transaction costs were included in acquisition costs for the relevant periods and will not recur in future periods. In addition, in connection with the Combination, we incurred additional transaction-related expenses of $1.5 million that were recorded as transaction-related costs in the year ended December 31, 2014.

• Increased Interest Expense. In connection with each of the Transactions, we assumed indebtedness and incurred additional indebtedness, which increased our interest expense.

• Increased Depreciation and Amortization Expense. Each of the Transactions was accounted for as a purchase. As such, the assets acquired and liabilities assumed and non-controlling interests were measured and reported in our financial statements at fair value. Since and including the HHI Transaction, we (i) recorded goodwill and other net intangible assets of $1,690.9 million and (ii) significantly increased the value of property and equipment with the step-up to fair value in connection with the Transactions and our other acquisitions. We also made capital expenditures since the HHI Transaction associated with growth and cost reduction activities. As a result, our depreciation and amortization expenses have increased significantly since the HHI Transaction.

• Stock-Based Compensation. In connection with each of the Transactions, the Combination and the IPO, we incurred stock-based compensation expense, which is included in selling, general and administrative expense for the relevant period. We will incur additional stock-based compensation expense in future periods.

• Income Taxes. In connection with each of the Transactions, significant book and tax differences were accounted for in deferred taxes. In addition, prior to the Grede Transaction, Grede was treated as a partnership for U.S. federal income tax purposes and, accordingly, all of the earnings of Grede passed through to its members for U.S. federal income tax purposes. Grede was subject to tax in Mexico and certain states within the United States. In connection with the Grede Transaction, Grede became a corporation for U.S. federal income tax purposes subject to corporate level income taxes in future periods.

Operational Changes

As a result of several factors, including our assessment of plant performance, facilities and equipment operating condition, availability of labor, and related operating costs, we may close or consolidate production lines or entire plants. These changes can result in the transfer or reduction of business, impairment losses, costs to transfer operations to a new plant and other expenses. In 2013, Grede closed three plants, which resulted in an impairment loss and a decrease in net sales in subsequent periods.

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Foreign Currency Fluctuations

As a result of our global operations, we generate a significant portion of our net sales and incur a substantial portion of our expenses in currencies other than the U.S. dollar. As a result, our net sales, cost of sales, operating expenses and certain assets and liabilities fluctuate as the value of such currencies fluctuate in relation to the U.S. dollar. In addition, the results of operations of some of our operating entities are reported in currencies other than the U.S. dollar and then translated into U.S. dollars at the applicable exchange rate for inclusion in our financial statements. As a result, appreciation of the U.S. dollar against these other currencies generally will have a negative impact on our reported sales and profits while depreciation of the U.S. dollar against these other currencies will generally have a positive effect on reported sales and profits. Our primary currency exposure is to the Euro in addition to exposure to Mexican Peso, Korean Won and Chinese Renminbi. We have not entered into any significant foreign currency exchange contracts to mitigate this risk.

Commodity Price Risk

We maintain raw material price pass-through arrangements with our customers on substantially all of our products to reduce exposure to raw material price fluctuations. In instances where the risk is not covered contractually, we have generally been able to adjust customer prices to recover commodity cost increases. As a result, our net sales and cost of sales may increase or decrease based on fluctuations in prevailing commodity prices during the period.

Additionally, we sell scrap generated from our manufacturing processes; our cost of sales will increase or decrease based on fluctuations in scrap prices.

Debt Refinancings

From time to time, we have completed several debt refinancing transactions to take advantage of favorable market conditions and fund the return of capital to our stockholders. These transactions have increased our indebtedness, increased our interest expense and resulted in debt refinancing costs.

Interest Rate Fluctuations

Our indebtedness contains variable interest rate provisions. As a result, our interest expense may vary from period to period due to variations in prevailing interest rates.

Stock-based Compensation

In conjunction with the Combination and the IPO and in future periods, we issued and expect to issue long-term equity incentive awards in the form of restricted shares or stock options to our officers, key employees and non-employees. The result will be an increase in our selling, general and administrative expenses in future periods as the grant-date value of the awards are recognized in expense over the vesting term of the awards. In connection with the Combination, we issued 1.6 million options to acquire MPG common stock with a total grant-date value of $17.8 million, of which $7.9 million was recognized in expense immediately and the remainder will be recognized in expense over a four-year vesting period. In connection with the IPO, we issued restricted stock awards and restricted stock unit awards with a total grant-date value of $12.7 million, which is to be recognized in expense over the vesting periods of the awards.

Our Segments

We are organized in, operate and report our results of operations for three segments:

• HHI segment, which is comprised of the HHI business;

• Metaldyne segment, which is comprised of the Metaldyne business; and

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• Grede segment, which is comprised of the Grede business.

We allocate the corporate costs of MPG equally among the three segments due to their similar size and nature of the costs.

Factors Affecting our Results of Operations

Industry Trends

We primarily serve the global light vehicle and the North American commercial and industrial vehicle and equipment end-markets with a focus on Powertrain and Safety-Critical applications. Our net sales are impacted by demand in these end-markets. Demand in these end-markets is driven by consumer preferences and regulatory requirements (particularly related to fuel economy and safety standards), and macro-economic factors.

Economic Conditions

Our net sales are driven by the strength of the global light vehicle industry, particularly in North America, as well as the North American commercial and industrial vehicle industry, each of which tends to be highly correlated to macro-economic conditions. The level of demand for our products depends primarily upon the level of consumer demand for new vehicles, as well as the demand for commercial and industrial vehicles, that are manufactured with our products. Variations in global macro-economic conditions, particularly in North America and Europe that result in changes in vehicle sales and production by our customers, have impacted and will continue to impact our net sales.

Consumer Preferences and Government Regulations

Demand for our component parts is a function of the number of vehicles produced and trends in content per vehicle for specific component categories. These variables are driven by consumer preferences and regulatory requirements, particularly related to fuel economy and safety standards. OEMs continue to source vehicle component parts that improve fuel economy and safety in order to meet increasingly strict regulatory requirements around the world. These trends have impacted and will continue to impact our net sales.

Supply Dynamics

During 2008 and 2009, a significant amount of the automotive forging capacity was removed from the North American market. According to The American Foundry Society, an estimated 1 million tons, representing over 10% of iron casting capacity and 36 iron metal casters, exited the North American market from 2007 to 2010. In addition, the number of light vehicle Powertrain and Safety-Critical component suppliers declined significantly during 2008 and 2009. Capacity has not rebounded to historical levels due to the magnitude of the investment and the length of time required to open new facilities, acquire equipment and navigate environmental permitting processes. These trends have impacted and will continue to impact our net sales and gross profit.

Globalization of Platforms

In recent years, light vehicle OEMs have increasingly consolidated their vehicle engine and transmission Platforms with localized sourcing to improve supply chain efficiency, reduce unit cost and increase profitability. As a result of our global manufacturing footprint, these trends have impacted and may continue to impact our net sales and gross profit.

Pricing

Cost-cutting initiatives by vehicle OEMs, as well as ongoing value analysis/value engineering (“VA/VE”), activity result in changes to the pricing of our products. Many of our long-term contracts with our customers require us to reduce our prices in subsequent years and all of these contracts provide for pricing

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adjustments for engineering changes and other changes to specifications. We have historically mitigated the impact of pricing on our margins through working with our customers on VA/VE activities, which generally result in reduced prices in conjunction with reduced costs. We also focus on ongoing cost reductions and increases in manufacturing efficiencies throughout our operations. Our profitability in future periods depends, in part, on our ability to generate sufficient production cost savings, as well as VA/VE projects and other efficiency improvements to offset any future price reductions.

Key Components of Results of Operations

Net Sales

We generate net sales primarily from the sale of Powertrain and Safety-Critical products for the global light, commercial and industrial vehicle markets. Our net sales reflect the impact of customer pricing allowances. Net sales are also impacted by volume, customer prices, product mix, material surcharges and foreign currency fluctuations. These factors all have an impact on future sales as fluctuations in volume, pricing, foreign currency and material prices directly impact our net sales.

Cost of Sales

Cost of sales consists of raw material costs, direct labor associated with the manufacture and assembly of our products and the overhead expense related to our manufacturing operations. For the years ended December 31, 2014 and 2013, raw material costs, direct labor costs and overhead expenses were approximately 48%, 7% and 45%, and 52%, 6% and 42%, respectively, of our total cost of sales.

Our direct material costs are comprised primarily of raw materials and sub-component parts used in the production or our components. We maintain raw material price pass-through arrangements with our customers on substantially all of our products whereby increases and decreases in the cost of our raw materials are adjusted in our selling prices either through a change in selling price or a surcharge mechanism. These costs have generally followed the related markets for the underlying commodities that we utilize, including special bar quality steel, scrap steel, powder metal, pig iron and molten aluminum. The cost changes and the related changes in prices or surcharges are reflected in our cost of sales and our net sales.

Our direct labor costs are comprised of the wages of our workforce that is directly associated with the production of our products. Where we have union agreements (see “Business—Employees”), wage increases follow the negotiated requirements of the related contract. Wages for non-union employees follow local market conditions for merit increases and employment. Benefit costs are subject to changes in healthcare cost trends, payroll and unemployment tax rates and changes in benefit plan structure.

Our overhead costs are comprised of variable and fixed costs related to the operation of our manufacturing facilities. These costs include depreciation, rent expense, maintenance, perishable tooling, indirect labor costs, including benefits, and utilities. Costs related to overhead are impacted by inflation, changes in production volumes and the requirements of products produced at each location.

Gross Profit

Gross profit (net sales less cost of sales) and gross margin (gross profit as a percentage of net sales) are impacted by a number of factors including, product mix, percentage of net sales from raw material price fluctuations, foreign currency fluctuations, overhead cost fluctuations and depreciation and amortization cost fluctuations due to changes in capital expenditures and purchase accounting adjustments. Gross margins on our products vary based on their composition, the complexity of the production process, the length of time that the products have been in production and other factors.

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Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist of salaries and benefits for our sales, marketing, management and administrative personnel, professional fees, expenses relating to certain IT systems and amortization of certain of our intangibles. As a result of the IPO, we expect to incur significant additional legal, accounting and other expenses in connection with being a public company including compliance with the Sarbanes-Oxley Act. We also expect to see an increase in our stock-based compensation expense with the establishment of our new equity incentive plan associated with the Combination and related grants of equity either in the form of restricted stock or options.

Acquisition Costs

Acquisition costs consist of direct expenses related to the Transactions.

Interest Expense, Net

Interest expense, net consists primarily of interest on borrowings, and the amortization of costs incurred to obtain long-term financing, partially offset by interest income on short-term cash and cash equivalents.

Other, Net

Other, net primarily consists of foreign currency gains and losses, debt transaction expenses and, in 2013, a $10.1 million purchase price adjustment related to the Metaldyne Transaction.

Income Tax Expense (Benefit)

Income tax expense (benefit) consists of federal, state and local taxes based on income in multiple jurisdictions. Our income tax expense is impacted by the pre-tax earnings in jurisdictions with varying tax rates and any related foreign tax credits that may be available to us. Our current and future provision for income taxes will vary from statutory rates due to the impact of valuation allowances in certain countries, income tax incentives and holidays, certain non-deductible expenses, withholding taxes and other discrete items. Furthermore, as a result of the Transactions, we have significant book and tax accounting differences which impact the amount of deferred taxes.

Key Operating Metrics

We evaluate the performance of our business using a variety of operating and performance metrics. Set forth below is a description of our key operating metrics.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense, provision for (benefit from) income taxes and depreciation and amortization, with further adjustments to reflect the additions and eliminations of certain income statement items, including (i) gains and losses on foreign currency and fixed assets and debt transaction expenses, (ii) stock-based compensation and other non-cash charges, (iii) sponsor management fees and other income and expense items that we consider to be not indicative of our ongoing operations, (iv) specified non-recurring items and (v) other adjustments.

We believe Adjusted EBITDA is used by investors as a supplemental measure to evaluate the overall operating performance of companies in our industry. Management uses Adjusted EBITDA (i) as a measurement used in comparing our operating performance on a consistent basis, (ii) to calculate incentive compensation for our employees, (iii) for planning purposes, including the preparation of our internal annual operating budget, (iv) to evaluate the performance and effectiveness of our operational strategies and (v) to assess compliance with various metrics associated with our agreements governing our indebtedness. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating performance in the same manner as our management. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable measure determined under U.S. generally accepted accounting principles (“GAAP”), see “—Year ended December 31, 2014 compared to year ended December 31, 2013—Adjusted EBITDA” and “—Year ended December 31, 2013 compared to Successor Period 2012 and Predecessor Period 2012—Adjusted EBITDA.”

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Incremental Business Backlog

Incremental business backlog, which we measure as anticipated net product sales from incremental business for the next three years at each year end, net of Programs being phased out and any foreign currency fluctuations, is approximately $190 million as of December 31, 2014. We are typically awarded Programs one to three years prior to the start of production on new and replacement business. Due to the timing of the OEM sourcing cycle, our anticipated net product sales were measured based on contracts to be executed during 2015 through 2017. Our estimate of anticipated net product sales includes formally awarded new Programs, Programs which we believe are highly probable of being awarded to us and expected volume changes on existing Programs. Our estimate may be impacted by various assumptions, including vehicle production levels on new and replacement Programs, customer price reductions, scrap prices, material price indices, currency exchange rates and the timing of Program launches. We typically enter into agreements with our customers at the beginning of a vehicle’s life for the fulfillment of customers’ purchasing requirements for the entire production life of the vehicle Program. We believe incremental business backlog is useful to potential investors as an indication of our revenue visibility. However, this anticipated net product sales information could differ significantly from actual firm orders or firm commitments, and awards of business do not represent guarantees of production volumes or revenues. Therefore, this anticipated net product sales information could differ significantly from actual firm orders or firm commitments and awards of business do not represent guarantees of production volumes or revenues.

Results of Operations

Year ended December 31, 2014 compared to year ended December 31, 2013

The following table sets forth our results of operations:

	Year Ended December 31, 2014			Year Ended December 31, 2013
	(In millions)
Net sales	$	2,717.0		$	2,017.3
Cost of sales		2,294.1			1,708.7
Gross profit		422.9			308.6
Selling, general and administrative expenses		194.6			123.2
Acquisition costs		13.0			—
Goodwill impairment		11.8			—
Operating income		203.5			185.4
Interest expense, net		99.9			74.7
Loss on debt extinguishment		60.7			—
Other, net		(11.3	)		17.8
Income before taxes		54.2			92.9
Income tax expense (benefit)		(19.1	)		35.0
Net income		73.3			57.9
Income attributable to noncontrolling interests		0.4			0.3
Net income attributable to stockholders	$	72.9		$	57.6

Net Sales

Net sales were $2,717.0 million for the year ended December 31, 2014 as compared to $2,017.3 million for the year ended December 31, 2013, an increase of $699.7 million. This increase was primarily driven by the inclusion of Grede segment results of $572.1 million subsequent to the Grede Transaction in June 2014, higher vehicle production levels and new Program launches.

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The following table sets forth our net sales by segment:

	Year Ended December 31, 2014			Year Ended December 31, 2013
	(In millions)
HHI segment	$	977.6		$	916.5
Metaldyne segment		1,177.5			1,112.0
Grede segment		572.1			—
Eliminations		(10.2	)		(11.2	)
Total	$	2,717.0		$	2,017.3

HHI segment net sales were $977.6 million for the year ended December 31, 2014 as compared to $916.5 million for the year ended December 31, 2013, an increase of $61.1 million, or 6.7%. This increase was primarily attributable to increased volumes due to higher North American light vehicle production levels and the benefit from net new Programs. The increase in HHI segment net sales was also attributable to higher raw material surcharge pass-through of $13.6 million and net increases in customer prices.

Metaldyne segment net sales were $1,177.5 million for the year ended December 31, 2014 as compared to $1,112.0 million for the year ended December 31, 2013, an increase of $65.5 million, or 5.9%. This increase was primarily attributable to increased volumes due to higher North American light vehicle production levels, coupled with increased European light vehicle production and the impact of net new Programs. The increase in Metaldyne segment net sales was also attributable to higher raw material surcharge pass-through of $1.4 million and favorable currency movements of $4.4 million, partially offset by net decreases in customer prices.

Grede segment net sales for the year ended December 31, 2014 were $572.1 million. Grede segment net sales do not reflect the net sales of Grede prior to the Grede Transaction in June 2014.

Cost of Sales

Cost of sales was $2,294.1 million for the year ended December 31, 2014 as compared to $1,708.7 million for the year ended December 31, 2013, an increase of $585.4 million, or 34.3%. This increase was primarily driven by the inclusion of Grede segment results of $487.0 million subsequent to the Grede Transaction in June 2014, higher vehicle production levels and the impact of new Program launches.

The following table sets forth our cost of sales by segment:

	Year Ended December 31, 2014			Year Ended December 31, 2013
	(In millions)
HHI segment	$	813.1		$	765.5
Metaldyne segment		1,004.2			954.4
Grede segment		487.0			—
Eliminations		(10.2	)		(11.2	)
Total	$	2,294.1		$	1,708.7

HHI segment cost of sales was $813.1 million for the year ended December 31, 2014, or 83.2% of HHI segment net sales for the same period, as compared to $765.5 million for the year ended December 31, 2013, or 83.5% of HHI segment net sales for the same period, an increase of $47.6 million, or 6.2%. This increase was primarily driven by increased volumes, higher raw material surcharge pass-through from suppliers of $14.3 million, higher depreciation expense of $4.9 million primarily due to capital expenditures, and net manufacturing cost increases of $3.1 million primarily due to labor, benefits and new program launch costs. These increases in cost of sales were partially offset by favorable product mix driven by new Programs and increased sales of manufacturing scrap.

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Metaldyne segment cost of sales was $1,004.2 million for the year ended December 31, 2014, or 85.3% of Metaldyne segment net sales for the same period, as compared to $954.4 million for the year ended December 31, 2013, or 85.8% of Metaldyne segment net sales for the same period, an increase of $49.8 million, or 5.2%. The increase in cost of sales was primarily attributable to foreign currency movements of $2.4 million, higher volumes and unfavorable product mix, and higher depreciation expense of $0.9 million. These increases in cost of sales were partially offset by net manufacturing cost decreases of $4.2 million.

Grede segment cost of sales was $487.0 million for the year ended December 31, 2014, or 85.1% of Grede segment net sales for the same period. Grede segment cost of sales does not reflect the cost of sales of Grede prior to the Grede Transaction in June 2014.

Gross Profit

Gross profit was $422.9 million for the year ended December 31, 2014 as compared to $308.6 million for the year ended December 31, 2013, an increase of $114.3 million, or 37.0%. This increase was primarily driven by the inclusion of Grede segment results of $85.1 million subsequent to the Grede Transaction in June 2014 and higher vehicle production levels.

The following table sets forth our gross profit by segment:

	Year Ended December 31, 2014		Year Ended December 31, 2013
	(In millions)
HHI segment	$	164.4	$	151.0
Metaldyne segment		173.4		157.6
Grede segment		85.1		—
Total	$	422.9	$	308.6

HHI segment gross profit was $164.4 million for the year ended December 31, 2014, or 16.8% of HHI segment net sales for the same period, as compared to $151.0 million for the year ended December 31, 2013, or 16.5% of HHI segment net sales for the same period, an increase of $13.4 million, or 8.9%. This increase was primarily attributable to higher volumes, favorable product mix, and net price increases. These increases to HHI segment gross profit were partially offset by higher depreciation expense of $4.9 million primarily due to capital expenditures, along with net manufacturing cost increases of $3.1 million primarily due to labor, benefits and new program launch costs.

Metaldyne segment gross profit was $173.4 million for the year ended December 31, 2014, or 14.7% of Metaldyne segment net sales for the same period, as compared to $157.6 million for the year ended December 31, 2013, or 14.2% of Metaldyne segment net sales for the same period, an increase of $15.8 million, or 10.0%. This increase was primarily attributable to higher volumes, net manufacturing cost decreases of $4.2 million, and foreign currency movements of $2.0 million. The increase in Metaldyne segment gross profit was partially offset by unfavorable product mix, net decreases in customer prices, and higher depreciation expense of $0.9 million.

Grede segment gross profit was $85.1 million for the year ended December 31, 2014, or 14.9% of Grede segment net sales for the same period. Grede segment gross profit does not reflect the gross profit of Grede prior to the Grede Transaction in June 2014.

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Operating Income

Operating income was $203.5 million for the year ended December 31, 2014 as compared to $185.4 million for the year ended December 31, 2013, an increase of $18.1 million, or 9.8%. This increase was primarily driven by higher gross profit of $114.3 million partially offset by goodwill impairment of $11.8 million at the Company’s KBI wheel bearing reporting unit, increased stock-based compensation expense and higher professional fees. Additionally, the inclusion of Grede segment results subsequent to the Grede Transaction in June 2014 reflects transaction-related costs and accounting related adjustments resulting from the Grede Transaction, including $13.0 million of acquisition related costs.

The following table sets forth our operating income by segment:

	Year Ended December 31, 2014		Year Ended December 31, 2013
	(In millions)
HHI segment	$	86.9	$	96.4
Metaldyne segment		100.7		89.0
Grede segment		15.9		—
Total	$	203.5	$	185.4

HHI segment operating income was $86.9 million, or 8.9% of HHI segment net sales for the year ended December 31, 2014, as compared to $96.4 million, or 10.5% of HHI segment net sales for the year ended December 31, 2013, a decrease of $9.5 million, or 9.9%. The decrease in HHI segment operating income was primarily attributable to goodwill impairment of $11.8 million at the Company’s KBI wheel bearing reporting unit and increased stock-based compensation expense of $9.7 million in SG&A related to the issuance of new stock options, partially offset by the increase in the HHI segment gross profit of $13.4 million.

Metaldyne segment operating income was $100.7 million, or 8.6% of Metaldyne segment net sales for the year ended December 31, 2014, as compared to $89.0 million, or 8.0% of Metaldyne segment net sales for the year ended December 31, 2013, an increase of $11.7 million, or 13.1%. The increase was primarily due to the increase in gross profit of $15.8 million, partially offset by higher employee costs and professional fees.

Grede segment operating income was $15.9 million for the year ended December 31, 2014, or 2.8% of Grede segment net sales for the same period. Grede segment operating income does not reflect the operating income of Grede prior to the Grede Transaction in June 2014. The operating income in our Grede segment was impacted by acquisition costs of $13.0 million and additional costs related to the Grede Transaction. In addition, Grede’s operating income reflected stock-based compensation expense of $1.9 million in SG&A related to the issuance of new stock options.

Interest Expense, Net

Interest expense, net was $99.9 million for the year ended December 31, 2014, as compared to $74.7 million for the year ended December 31, 2013, an increase of $25.2 million. The increase in interest expense, net reflected higher average outstanding borrowings including the additional debt associated with the Grede Transaction in June 2014 and increased indebtedness used to fund the return of capital to our stockholders prior to Combination. The increase is also attributable to an increase in the average interest rate due to the notes as part of the Refinancing.

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Loss on Debt Extinguishment

The Company fully paid the outstanding term debt of each segment as part of the Refinancing, which occurred on October 20, 2014. Included in loss on debt extinguishment is $60.4 million recognized related to the write-off of unamortized debt fees, expenses and original issue discounts from the prior credit facilities for the Refinancing.

Other, Net

Other, net was $11.3 million of income for the year ended December 31, 2014 and $17.8 million of expense for the year ended December 31, 2013. Other, net primarily consists of foreign currency transaction gains and losses, debt transaction expenses and, in 2013, a $10.1 million purchase price adjustment related to the Metaldyne Transaction. See Note 5 of the notes to the consolidated financial statements contained elsewhere in this prospectus for additional discussion of the $10.1 million purchase price adjustment related to the Metaldyne Transaction.

Income Taxes

Income taxes were a benefit of $19.1 million for the year ended December 31, 2014 and expense of $35.0 million for the year ended December 31, 2013. Our effective tax rate was (35.2)% for the year ended December 31, 2014 and 37.7% for the year ended December 31, 2013. The decrease in our effective tax rate was primarily attributable to a change in the assertion that the earnings of certain foreign subsidiaries within the Metaldyne segment are indefinitely reinvested, resulting in a $31.6 million deferred tax benefit for the year ended December 31, 2014. In addition, during the year ended December 31, 2014 we recorded a research and experimentation credit of $3.0 million, reducing its U.S. federal income tax provision, and recognized a net reduction in its unrecognized tax benefits of $2.2 million, primarily resulting from the settlement of a tax audit at our German subsidiary and from foreign exchange rate fluctuations. These favorable impacts were offset by effective tax rate increases resulting from a goodwill impairment charge in our HHI segment and changes in prior year estimates.

Net Income Attributable to Stockholders

Net income attributable to stockholders was $72.9 million, or 2.7% of net sales for the year ended December 31, 2014, as compared to $57.6 million, or 2.9% of net sales for the year ended December 31, 2013, an increase of $15.3 million, or 26.6%. The increase was primarily attributable to the factors discussed above.

Adjusted EBITDA

Management’s assessment of performance includes an evaluation of Adjusted EBITDA. The following table sets forth Adjusted EBITDA by segment.

	Year Ended December 31, 2014		Year Ended December 31, 2013
	(In millions)
Adjusted EBITDA
HHI segment	$	193.5	$	175.0
Metaldyne segment		202.3		188.1
Grede segment		82.8		—
Total	$	478.6	$	363.1

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The following table sets a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure:

	Year Ended December 31, 2014			Year Ended December 31, 2013
	(In millions)
Adjusted EBITDA	$	478.6		$	363.1
Interest expense		(99.9	)		(74.7	)
Income tax expense		19.1			(35.0	)
Depreciation and amortization		(210.8	)		(163.4	)
Loss on debt extinguishment		(60.7	)		—
(Gain) loss on foreign currency		15.7			(2.3	)
(Gain) loss on fixed assets		(2.1	)		(1.4	)
Debt transaction expenses		(3.0	)		(6.0	)
Stock-based compensation		(17.3	)		(6.2	)
Sponsor management fee		(5.1	)		(4.0	)
Non-recurring acquisition and purchase accounting related items		(23.0	)		(10.5	)
Non-recurring operational items		(18.2	)		(1.7	)
Net income	$	73.3		$	57.9

EBITDA is calculated as net income before interest expense, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for:

• (gain) loss on foreign currency;

• (gain) loss on fixed assets;

• debt transaction expenses;

• stock-based compensation;

• sponsor management fee;

• non-recurring acquisition and purchase accounting related items; and

• non-recurring operational items.

Adjusted EBITDA eliminates the effects of items that we do not consider indicative of our core operating performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered as alternatives to net income, as determined under GAAP, and our calculation of Adjusted EBITDA may not be comparable to those reported by other companies.

Management believes the inclusion of the adjustments to Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. By providing this non-GAAP financial measure, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. We believe Adjusted EBITDA is used by investors as supplemental measures to evaluate the overall operating performance of companies in our industry.

Management uses Adjusted EBITDA or comparable metrics:

• as a measurement used in comparing our operating performance on a consistent basis;

• to calculate incentive compensation for our employees;

• for planning purposes, including the preparation of our internal annual operating budget;

• to evaluate the performance and effectiveness of our operational strategies; and

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• to assess compliance with various metrics associated with our agreements governing our indebtedness.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

• Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Adjusted EBITDA does not reflect all GAAP non-cash and non-recurring adjustments;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacements;

• Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and

• Adjusted EBITDA does not reflect the non-cash component of employee compensation.

To address these limitations, we reconcile Adjusted EBITDA to the most directly comparable GAAP measure, net income. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted EBITDA.

Year Ended December 31, 2013 compared to Successor Period 2012 and Predecessor Period 2012

The following table sets forth results of operations:

	Successor					Predecessor
	Year Ended December 31, 2013		Successor Period 2012			Predecessor Period 2012
	(In millions)
Net sales	$	2,017.3	$	205.3		$	680.5
Cost of sales		1,708.7		199.5			559.0
Gross profit		308.6		5.8			121.5
Selling, general and administrative expenses		123.2		14.4			116.6
Acquisition costs		—		25.9			13.4
Operating income (loss)		185.4		(34.5	)		(8.5	)
Interest expense, net		74.7		11.1			25.8
Other, net		17.8		1.5			2.4
Income (loss) before taxes		92.9		(47.1	)		(36.7	)
Income tax provision (benefit)		35.0		(15.2	)		(11.1	)
Net income (loss)		57.9		(31.9	)		(25.6	)
Income attributable to noncontrolling interests		0.3		—			0.2
Net income (loss) attributable to stockholders	$	57.6	$	(31.9	)	$	(25.8	)

Net Sales

Net sales were $2,017.3 million, $205.3 million and $680.5 million for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. Net sales for the year ended December 31, 2013 reflected the results of Metaldyne for the full year as a result of the Metaldyne Transaction.

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The following table sets forth our net sales by segment:

	Successor					Predecessor
	Year Ended December 31, 2013			Successor Period 2012		Predecessor Period 2012
	(In millions)
HHI segment	$	916.5		$	186.4	$	680.5
Metaldyne segment		1,112.0			18.9		—
Grede segment		—			—		—
Eliminations		(11.2	)		—		—
Total	$	2,017.3		$	205.3	$	680.5

HHI segment net sales were $916.5 million, $186.4 million and $680.5 million for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. HHI segment net sales for the year ended December 31, 2013 reflected higher volumes from positive trends in North American light vehicle production as well the impact of net new Program launches in 2013. Net sales also reflected net increases in customer prices, partially offset by lower steel surcharge pass-through of $3.8 million.

Metaldyne segment net sales were $1,112.0 million for the year ended December 31, 2013 and $18.9 million for Successor Period 2012. Predecessor Period 2012 does not reflect any Metaldyne segment net sales. Metaldyne segment net sales for the year ended December 31, 2013 reflected higher volumes resulting from overall market increases in North America, stabilizing European volume and new Program launches as well as the favorable impact of foreign currency fluctuations, partially offset by lower raw material surcharge pass-through.

Our net sales do not reflect any Grede net sales for the year ended December 31, 2013, Successor Period 2012 or Predecessor Period 2012.

Cost of Sales

Cost of sales was $1,708.7 million, $199.5 million and $559.0 million for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. Cost of sales for the year ended December 31, 2013 reflected the results of Metaldyne for the full year as a result of the Metaldyne Transaction. The following table sets forth our cost of sales by segment:

	Successor					Predecessor
	Year Ended December 31, 2013			Successor Period 2012		Predecessor Period 2012
	(In millions)
HHI segment	$	765.5		$	173.3	$	559.0
Metaldyne segment		954.4			26.2		—
Grede segment		—			—		—
Less: intersegment sales		(11.2	)		—		—
Total	$	1,708.7		$	199.5	$	559.0

HHI segment cost of sales was $765.5 million for the year ended December 31, 2013 as compared to $173.3 million for Successor Period 2012 and $559.0 million for Predecessor Period 2012. Cost of sales for the year ended December 31, 2013 reflected the higher volumes mentioned above, and increased salaries, wages, and benefits of $3.8 million. These increases were partially offset by manufacturing cost improvements, positive product mix, and lower steel surcharge pass-through from suppliers of $2.5 million. Purchase accounting adjustments related to the HHI Transaction in October 2012 also increased cost of sales by $24.9 million related to higher depreciation from the revaluation of fixed assets, partially offset by $11.1 million for the step-up to fair market value and consequent charge for inventory in the Successor Period 2012.

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Metaldyne segment cost of sales was $954.4 million for the year ended December 31, 2013 and $26.2 million for Successor Period 2012. Predecessor Period 2012 does not reflect any Metaldyne segment cost of sales. Metaldyne segment cost of sales for the year ended December 31, 2013, which represents a full year of results as compared to fourteen days for Successor Period 2012, reflected higher volumes, higher depreciation resulting from the Metaldyne Transaction purchase accounting and increased labor and overhead costs.

Our cost of sales does not reflect any Grede cost of sales for the year ended December 31, 2013, Successor Period 2012 or Predecessor Period 2012.

Gross Profit

Gross profit was $308.6 million, $5.8 million and $121.5 million for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. Gross profit for the year ended December 31, 2013 reflected the results of Metaldyne for the full year as a result of the Metaldyne Transaction. The following table sets forth our gross profit (loss) by segment:

	Successor					Predecessor
	Year Ended December 31, 2013		Successor Period 2012			Predecessor Period 2012
	(In millions)
HHI segment	$	151.0	$	13.1		$	121.5
Metaldyne segment		157.6		(7.3	)		—
Grede segment		—		—			—
Total	$	308.6	$	5.8		$	121.5

HHI segment gross profit was $151.0 million, or 16.5% of HHI segment net sales for the year ended December 31, 2013 as compared to $13.1 million, or 7.0% of HHI segment net sales for Successor Period 2012 and $121.5 million, or 17.9% of HHI segment net sales for Predecessor Period 2012. HHI segment gross profit for the year ended December 31, 2013 reflected the higher volumes, manufacturing cost improvements, positive product mix, net customer price increases, partially offset by increases to salaries, wages, and benefits of $3.8 million, and the impact of purchase accounting adjustments. Purchase accounting adjustments related to the HHI Transaction in October 2012 also decreased gross profit by $24.9 million related to higher depreciation from the revaluation of fixed assets, partially offset by $11.1 million for the step-up to fair market value and consequent charge for inventory in the Successor Period 2012.

Metaldyne segment gross profit (loss) was $157.6 million for the year ended December 31, 2013 and $(7.3) million Successor Period 2012. Predecessor Period 2012 does not reflect any Metaldyne segment gross profit. Metaldyne segment gross profit for the year ended December 31, 2013, which represents a full year of results as compared to fourteen days for Successor Period 2012, reflected higher volumes, higher depreciation resulting from the Metaldyne Transaction purchase accounting and increased labor and overhead costs.

Our gross profit does not reflect any Grede gross profit for the year ended December 31, 2013, Successor Period 2012 or Predecessor Period 2012.

Operating Income (Loss)

Operating income (loss) was $185.4 million, $(34.5) million and $(8.5) million for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. Operating income for the year ended December 31, 2013 reflected the results of Metaldyne for the full year as a result of the Metaldyne Transaction.

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The following table sets forth our operating income (loss) by segment:

	Successor					Predecessor
	Year Ended December 31, 2013		Successor Period 2012			Predecessor Period 2012
	(In millions)
HHI segment	$	96.4	$	(8.7	)	$	(8.5	)
Metaldyne segment		89.0		(25.8	)		—
Grede segment		—		—			—
Total	$	185.4	$	(34.5	)	$	(8.5	)

HHI segment operating income was $96.4 million, or 10.5% of HHI segment net sales for the year ended December 31, 2013, as compared to HHI segment operating loss of $8.7 million, or (4.7)% of HHI segment net sales for Successor Period 2012, and HHI segment operating loss of $8.5 million, or (1.2)% of HHI segment net sales, for Predecessor Period 2012. HHI segment operating income for the year ended December 31, 2013 was primarily driven by higher gross profit. Operating income was also unfavorably impacted by intangible asset amortization of $34.0 million, primarily resulting from purchase accounting for the HHI Transaction. HHI segment operating income included acquisition costs related to the HHI transaction of $10.3 million in Successor Period 2012 and $13.4 million in Predecessor Period 2012 and transaction-related compensation costs of $89.8 million in Predecessor Period 2012.

Metaldyne segment operating income (loss) was $89.0 million for the year ended December 31, 2013 and $(25.8) million for Successor Period 2012, which represented a fourteen-day period. Predecessor period 2012 does not reflect any Metaldyne operating income (loss). Metaldyne Segment operating income for Successor period 2012 reflected $15.6 million of acquisition costs related to the Metaldyne Transaction.

Our operating income (loss) does not reflect any Grede operating income (loss) for the year ended December 31, 2013, Successor Period 2012 or Predecessor Period 2012.

Interest Expense, Net

Interest expense, net was $74.7 million for the year ended December 31, 2013 as compared to $11.1 million for Successor Period 2012 and $25.8 million for Predecessor Period 2012, which reflected the inclusion of interest expense, net for Metaldyne subsequent to the Metaldyne Transaction.

Other, Net

Other, net was $17.8 million for the year ended December 31, 2013 as compared to $1.5 million for Successor Period 2012 and $2.4 million for Predecessor Period 2012. Other, net for the year ended December 31, 2013 included a $10.1 million purchase price adjustment related to the Metaldyne Transaction, foreign currency losses of $2.3 million, and debt transaction expenses of $6.0 million. See Note 15 of the notes to the consolidated financial statements contained elsewhere in this prospectus for additional discussion of the $10.1 million purchase price adjustment related to the Metaldyne Transaction.

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Income Taxes

The income tax provision (benefit) for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012 was $35.0 million, $(15.2) million and $(11.1) million, respectively, on income (loss) before income tax provision of $92.8 million, $(47.1) million and $(36.7) million, respectively. Our effective tax rates for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012 were 37.7%, 32.3% and 30.2% respectively. The variance in effective rates was due to the impact of acquisition costs associated with the HHI Transaction and the Metaldyne Transaction in 2012 and the mix of domestic and foreign earnings with varying tax rates.

Net Income (Loss) Attributable to Stockholders

Net income attributable to stockholders was $57.6 million, or 2.9% of net sales for the year ended December 31, 2013, as compared to net loss attributable to stockholders of $31.9 million, or (15.5)% of net sales, for Successor Period 2012, and net loss attributable to stockholders of $25.8 million, or (3.8)% of net sales, for Predecessor Period 2012. Net income for the year ended December 31, 2013 reflected the results of Metaldyne for the full year in 2013 as a result of the Metaldyne Transaction.

Adjusted EBITDA

Management’s assessment of performance includes an evaluation of Adjusted EBITDA. The following table sets forth Adjusted EBITDA by segment.

	Successor				Predecessor
	Year Ended December 31, 2013		Successor Period 2012		Predecessor Period 2012
	(In millions)
Adjusted EBITDA
HHI segment	$	175.0	$	28.5	$	113.8
Metaldyne segment		188.1		0.9		—
Grede segment		—		—		—
Total	$	363.1	$	29.4	$	113.8

The following table sets forth a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure.

	Successor						Predecessor
	Year Ended December 31, 2013			Successor Period 2012			Predecessor Period 2012
	(In millions)
Adjusted EBITDA	$	363.1		$	29.4		$	113.8
Interest expense		(74.7	)		(11.1	)		(25.8	)
Income tax (expense) benefit		(35.0	)		15.2			11.1
Depreciation and amortization		(163.4	)		(18.7	)		(20.0	)
(Gain) loss on foreign currency		(2.3	)		(1.5	)		—
(Gain) loss on fixed assets		(1.4	)		—			1.1
Debt transaction expenses		(6.0	)		—			(2.4	)
Stock-based compensation		(6.2	)		(0.1	)		—
Sponsor management fee		(4.0	)		(0.6	)		(0.7	)
Non-recurring acquisition and purchase accounting related items		(10.5	)		(43.3	)		(103.4	)
Non-recurring operational items		(1.7	)		(1.2	)		0.7
Net income (loss)	$	57.9		$	(31.9	)	$	(25.6	)

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See “—Year ended December 31, 2014 compared to year ended December 31, 2013 —Adjusted EBITDA” for a description of the calculation of Adjusted EBITDA and a discussion of the use of this measure.

Liquidity and Capital Resources

Our primary cash requirements include the payment of our suppliers and operating expenses, interest and principal payments on our debt and capital expenditures. We have also used cash to return capital to our stockholders through the payment of dividends primarily through cash provided by operations and borrowings under our revolving credit facilities. As of December 31, 2014, we had cash and cash equivalents of $156.5 million and total indebtedness, inclusive of capitalized lease obligations, of $1,961.8 million. We also have access to additional liquidity pursuant to the terms of the Revolving Credit Facility.

Our capital expenditures have been related to the acquisition of machinery and equipment to support our overall business growth as well as increase the efficiency of our manufacturing processes. Our capital expenditures were $156.4 million, $122.3 million $10.4 million, and $32.6 million for the year ended December 31, 2014, the year ended December 31, 2013, Successor Period 2012, and Predecessor Period 2012, respectively.

We believe that our cash flow from operations, available cash and cash equivalents and available borrowings under the Senior Credit Facilities will be sufficient to meet our liquidity needs for the next twelve months and beyond. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of other indebtedness, equity financings or a combination. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities or otherwise to meet our liquidity needs. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions.

Our Indebtedness

Senior Credit Facilities

On October 20, 2014, the Issuer entered into the $250.0 million the Revolving Credit Facility. Interest accrues at a rate equal to the London Interbank Offered Rate (“LIBOR’) rate plus an applicable margin of 3.25% or a base rate that is the higher of the Federal Funds Rate (plus 0.50%), the U.S. prime rate as published in the Wall Street Journal, or LIBOR (plus 1.00%), plus an applicable margin of 2.25%, at MPG Holdco’s option. The applicable margin is based on a leverage ratio grid and was .25% higher prior to the IPO. The Revolving Credit Facility is a five-year facility that matures in 2019. As of December 31, 2014, there was no balance outstanding on the Revolving Credit Facility. Total available under this facility was $234.4 million after giving effect to letters of credit of $15.6 million.

The Issuer pays fees with respect to the Revolving Credit Facility, including (i) an unused commitment fee of 0.50% or 0.375% based on a leverage ratio and (ii) fixed fees with respect to letters of credit of 3.25% per annum on the stated amount of each letter of credit outstanding during each month and customary administrative fees.

On October 20, 2014, the Issuer entered into the $1,350.0 million a term loan facility (the “Term Loan Facility). Interest is accrued at a rate equal to the LIBOR rate (bearing a LIBOR floor of 1.00%) plus an applicable margin of 3.25% or a base rate that is the higher of the Federal Funds Rate (plus 0.50%), the U.S. prime rate as published in the Wall Street Journal, or LIBOR (plus 1.00%), plus an applicable margin of 2.25%, at the Issuer’s option. Prior to the IPO, the applicable margin was 3.50% for LIBOR rate loans and 2.50% for base rate loans. The Term Loan Facility matures in 2021 and is payable in quarterly installments of $3.375 million beginning in March 2015. In December 2014, the Company made a voluntary prepayment of $10.0 million on the principal balance of the Term Loan Facility.

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The Term Loan Facility is subject to customary mandatory prepayments, including an excess cash flow sweep based on leverage ratio step downs and a mandatory prepayment for certain asset sales. Beginning in 2016, we are required to prepay a portion of our Term Loan Facility in an amount equal to a percentage of the preceding fiscal year’s excess cash flow, as defined, with such percentage based on our leverage ratio, as defined.

The Senior Credit Facilities, subject to certain exceptions, are guaranteed by the Company and all of the Issuer’s direct and indirect existing and future domestic subsidiaries.

The agreement governing the Senior Credit Facilities contains certain covenants that, among other things, require the Issuer to maintain a leverage ratio once revolver borrowings and letters of credit exceed 35% of aggregate revolving credit commitments as defined under the terms of the Senior Credit Facilities and to comply with customary affirmative and negative covenants. The Senior Credit Facilities also restrict the payment of dividends subject to certain customary exceptions including the ability (i) to pay taxes attributable to the Issuer and its subsidiaries, (ii) to pay legal, accounting, and reporting expenses, (iii) to pay general and administrative costs and expenses, and reasonable directors fees and expenses, (iv) to repurchase stock owned by employees subject to certain limitations, (v) to pay management or similar fees subject to certain limitations, (vi) to pay franchise or similar taxes and fees to maintain organizational existence, and (vii) to pay dividends up to $30 million.

MPG Holdco Senior Notes

On October 20, 2014, the Issuer issued $600.0 million of aggregate principal amount notes. The notes mature on October 15, 2022 and bear interest at a rate of 7.375%, payable semiannually on April 15th and October 15th of each year. The Senior Notes are guaranteed by the Company and all of the Issuer’s direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

The indenture governing the notes contains certain covenants, including a covenant that restricts the payment of dividends, subject to certain customary exceptions including the ability (i) to pay taxes attributable to the Issuer and its subsidiaries, (ii) to pay legal, accounting, and reporting expenses, (iii) to pay general and administrative costs and expenses, and reasonable directors fees and expenses, (iv) to repurchase stock owned by employees subject to certain limitations, (v) to pay management or similar fees subject to certain limitations, (vi) to pay franchise or similar taxes and fees to maintain organizational existence, and (vii) to pay dividends up to $30 million per year.

The proceeds from the Term Loan Facility and notes were used to prepay the existing debt of Metaldyne, HHI, and Grede, as well as, fees and expenses associated with the Refinancing. Prepayment of the existing debt of Metaldyne, HHI and Grede resulted in the elimination of the restrictions on the ability of each to pay dividends to MPG.

Other Liquidity and Capital Resource Items

As of December 31, 2014, $94.1 million of cash and cash equivalents were held by certain foreign subsidiaries whose earnings are reinvested indefinitely. We make this assertion based on the operational and investing needs of the foreign locations and our ability to fund our U.S. operations and obligations from domestic cash flow and capital resources. Based on this assertion, no provision has been made for U.S. income taxes, which would be assessed upon repatriation of the foreign earnings.

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Contractual Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2014:

	Payments Due by Period
	Total		2015		2016 - 2017		2018 - 2019		Thereafter
	(In millions)
Long-term debt	$	1,940.6	$	13.7	$	27.4	$	27.0	$	1,872.5
Interest on long-term debt (1)		745.4		100.3		203.4		200.7		241.0
Capital lease obligations (2)		90.9		6.7		9.2		8.2		66.8
Operating lease obligations		68.9		10.9		15.5		11.3		31.2
Capital expenditure purchase obligations		57.6		57.6		—		—		—
Other purchase obligations		19.1		18.4		0.7		—		—
Other long-term liabilities		5.0		4.0		0.3		0.2		0.5
Total (3)	$	2,927.5	$	211.6	$	256.5	$	247.4	$	2,212.0

(1) Includes interest on the Term Loan Facility calculated using an average interest rate of 4.25%.

(2) Includes interest totaling $64.7 million.

(3) Due to the high degree of uncertainty regarding the timing of future cash outflows associated with unrecognized tax benefits, we are unable to make a reasonable estimate of the year in which cash settlements may occur with applicable tax authorities. As a result, unrecognized tax benefits of $7.4 million as of December 31, 2014 are not reflected in this contractual obligations table.

Cash Flows

Cash flows from operating, investing and financing activities were as follows:

	Successor									Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013			Successor Period 2012			Predecessor Period 2012
	(In millions)
Cash flows from operating activities	$	305.4		$	234.3		$	(1.8	)	$	64.7
Cash flows from investing activities		(984.9	)		(116.7	)		(1,515.0	)		(31.3	)
Cash flows from financing activities		776.7			(91.1	)		1,557.1			(27.3	)
Effect of exchange rates on cash		(8.9	)		1.4			—			0.3
Net increase in cash and cash equivalents	$	88.3		$	27.9		$	40.3		$	6.4

Cash Flows From Operating Activities

Cash flows from operating activities were a net inflow of $305.4 million for the year ended December 2014, $234.3 million for the year ended December 31, 2013, a net outflow of $1.8 million for Successor Period 2012 and a net inflow of $64.7 million for Predecessor Period 2012. For the year ended December 31, 2014, cash flows from operating activities reflected results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization, deferred income taxes, losses on debt extinguishments, stock-based compensation, and goodwill impairment, less gains on foreign currency transactions and an increase in working capital. For the year ended December 31, 2013, cash flows from operating activities reflected results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization and the write-down of a purchase price receivable from the Metaldyne Transaction less the change in deferred income taxes, partially offset by an increase in working capital. For the Successor Period 2012, cash flows from operating activities reflected a decrease in working capital less results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization less the change in deferred income taxes. For the Predecessor Period 2012, cash flows from operating activities reflected an increase in working capital less results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization.

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Cash Flows From Investing Activities

Cash flows from investing activities were net outflows of $984.9 million, $116.7 million, $1,515.0 million and $31.3 million for the year ended December 31, 2014, the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012, respectively. For the year ended December 31, 2014, cash flows from investing activities primarily reflected consideration paid for the Grede Transaction, $829.7 million, and capital expenditures. For the year ended December 31, 2013, cash flows from investing activities primarily reflected capital expenditures. For Successor Period 2012, cash flows from investing activities primarily reflected consideration paid for the HHI Transaction, $722.2 million, and consideration paid for the Metaldyne Transaction, $782.2 million, and capital expenditures. For the Predecessor Period 2012, cash flows from investing activities primarily reflected capital expenditures.

Cash Flows From Financing Activities

Cash flows from financing activities were a net inflow of $776.7 million for the year ended December 31, 2014, a net outflow of $91.1 million for the year ended December 31, 2013, a net inflow of $1,557.1 million for Successor Period 2012 and a net outflow of $27.3 million for Predecessor Period 2012 as detailed in the following table.

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Successor Period 2012			Predecessor Period 2012
	(In millions)
Cash dividends	$	(111.3	)	$	(256.9	)	$	—		$	(70.0	)
Other stock activity		(2.4	)		0.6			—			—
Proceeds from stock issuance		260.5			—			546.0			—
Borrowings of short-term debt		388.8			545.6			6.0			38.9
Repayments of short-term debt		(407.4	)		(533.2	)		—			(38.9	)
Proceeds of long-term debt		2,658.2			240.0			1,040.3			49.9
Principal payments of long-term debt		(1,952.0	)		(59.9	)		—			(2.8	)
Payment of debt issue costs		(45.4	)		(14.9	)		(34.9	)		(2.5	)
Proceeds of other debt		1.0			1.4			—			—
Principal payments of other debt		(7.7	)		(3.8	)		(0.3	)		(1.9	)
Payment of offering related costs		(5.6	)		—			—			—
Payment of contingent consideration for the Metaldyne Transaction		—			(10.0	)		—			—
Total	$	776.7		$	(91.1	)	$	1,557.1		$	(27.3	)

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Our actual results may differ from these estimates. The accounting policies that we believe to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgments are discussed below.

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Acquisitions

The recording of an acquisition entails the allocation of the purchase price of an acquired business to its identifiable assets and liabilities based on their fair value. Any excess amount of the purchase price over the allocated amounts is recognized as goodwill.

Determination of identifiable assets and liabilities and their fair values requires us to make significant judgments and estimates. Fair value of assets and liabilities is estimated based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Other estimates used in determining fair value include, but are not limited to, future cash flows or income related to intangibles, market rate assumptions, actuarial assumptions for benefit plans and appropriate discount rates. These estimates and assumptions are subject to a considerable degree of uncertainty.

The following table describes the methods used to estimate the significant fair values recognized in the accounting for the HHI Transaction, the Metaldyne Transaction and the Grede Transaction for the categories most subject to a considerable degree of uncertainty:

Category	Valuation Method and Inputs
Property and equipment
Personal property	Valued using a market approach, which relied upon selling and asking prices for similar assets in the used market, and using a cost approach, which relied on estimated replacement cost new.
Real property	Valued primarily using a market approach, which relied upon an analysis of the cost per square foot of gross building area from comparable sales. Estimated remaining useful lives for property and equipment ranged from 1 year to 30 years exclusive of land.
Amortizable intangible assets
Customer relationships and platforms	Valued using an income approach, the multi-period excess earnings method (“MEEM”). In applying the MEEM, we estimated the future cash flows attributable to the customer relationships and platforms discounted at a risk-adjusted rate. The future cash flows were projected over the typical platform life-cycle of approximately 15 years for HHI and Metaldyne and 10 years for Grede.

Goodwill

Goodwill is evaluated for impairment annually or more often if a triggering even occurs between annual tests. The annual tests are performed in the fourth quarter.

For each reporting unit to which goodwill has been assigned, the evaluation for impairment entails a quantitative analysis of the fair value of the reporting unit compared to the carrying value of the reporting unit or the Company may opt to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount prior to performing the quantitative assessment.

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Determination of our reporting units, impairment indicators and fair value requires us to make significant judgments and estimates, including the extent and timing of future cash flows. As part of the determination of future cash flows, we need to make assumptions on future general economic conditions, business projections, growth rates and discount rates. These assumptions are subject to a considerable degree of uncertainty and different assumptions could materially affect our conclusions on this matter. During 2014, we performed our annual evaluations as of the fourth quarter. See Note 9 of the notes to the consolidated financial statements contained elsewhere in this prospectus for a discussion of the impairment loss recognized in the fourth quarter of 2014.

Long-lived Assets

Long-lived assets other than goodwill are evaluated for impairment if adverse events or changes in circumstances indicate the assets are potentially impaired. For each asset group affected by such impairment indicators, the recoverability of the carrying value of that asset group is determined by comparing the forecasted undiscounted cash flows related to that asset group to the asset group’s carrying value.

Determination of our asset groups, impairment indicators and future cash flows requires us to make significant judgments and estimates. As part of the determination of future cash flows, we need to make assumptions on future general economic conditions, business projections, growth rates and discount rates. These assumptions are subject to a considerable degree of uncertainty. During 2014, there were no indicators of potential impairment; therefore, no evaluation of long-lived assets for impairment was performed.

Stock-based Compensation

Stock-based compensation awards to employees and members of our boards of directors are accounted for based upon their grant date calculated value and recognized as expense over the requisite service period. The determination of calculated value differs from fair value in that the volatility assumption used in determining the value of the awards is based on the volatility of comparable companies rather than a volatility assumption for the issuing entity. Use of calculated value is necessary as the issuing entities are non-public entities and, therefore, sufficient information to estimate entity level volatility is unavailable.

The following table sets forth the weighted average inputs used to value the MPG stock options converted and granted in 2014 using the Black-Scholes Pricing Model:

	Converted Options			Granted Options
Weighted-average per share fair market value of the underlying stock (1)	$	20.00		$	20.00
Weighted-average exercise price		7.54			20.00
Expected term of the option (2)		6 years			6 years
Annual risk-free interest rate over the option’s expected term (3)		1.8	%		1.8	%
Expected annual dividend yield on the underlying stock over the option’s expected term (4)		0.0	%		0.0	%
Expected stock price volatility over the option’s expected term (5)		65.0	%		65.0	%
Grant-date calculated value	$	15.94		$	11.48

(1) Based on the estimated fair value of MPG common stock on conversion or grant date.

(2) Determined based on the assumption that the employee will exercise options evenly over the period when the options are vested, ending on the date when the options would expire.

(3) Based on U.S. Treasury yield curves. If a security matching the expected term of the option was not available, a blended rate was derived from the yield curve of securities with similar terms.

(4) As no dividend policy was established for MPG as of the conversion or grant date, the dividend assumption was 0%.

(5) Based on historical volatility of comparable companies within our industry.

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Income Taxes

In determining the provision for income taxes for financial statement purposes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate the carrying value of our deferred tax assets considering all available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative losses in the most recent fiscal years, expectations for future pretax operating income, the time period over which our temporary differences will reverse and the implementation of feasible and prudent tax planning strategies. Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods.

In addition, the calculation of our tax benefits and liabilities includes uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize tax benefits and liabilities based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these liabilities based on changing facts and circumstances; however, due to the complexity of some of these uncertainties and the impact of any tax audits, the ultimate resolutions may be materially different from our estimated liabilities. For further information related to income taxes, See Note 17 of the notes to the consolidated financial statements contained elsewhere in this prospectus.

Pension Benefits

We have obligations for retiree benefits for certain employees under defined benefit pension plans and a cash balance retirement plan. For a description of these plans, see Note 18 of the notes to the consolidated financial statements contained elsewhere in this prospectus.

We use actuarial estimated and related actuarial methods to calculate our obligation and expense. We are required to select certain actuarial assumptions, which are determined based on current market conditions, historical information and consultation with and input from our actuaries and asset managers. The key factors which impact our estimates are discount rates, asset return assumptions, compensation increase assumptions and actuarial assumptions such as retirement age and mortality which are determined as of the current year measurement date. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. These estimates and assumptions are subject to a considerable degree of uncertainty.

For the defined benefit pension plans, the obligation as of December 31, 2014 was determined using an assumed discount rate of 3.77% for the U.S. Plans and 3.08% for Non-U.S. plans. Pension costs for 2014 were determined using a discount rate of 4.04% for the U.S. Plans and 4.26% for the Non-U.S. plans and long-term asset return assumption of 7.25% for the U.S. Plans and 6.77% for the Non-U.S. plans. The following table presents the sensitivity of the obligation and expense to a hypothetical change in the discount rate assumptions:

Change in discount rate:	25 Basis Point Increase						25 Basis Point Decrease
	U.S. Plans			Non-U.S. Plans			U.S. Plans		Non-U.S. Plans
	(In millions)
Resulting change in obligation	$	(1.3	)	$	(2.4	)	$	1.4	$	2.5
Resulting change in 2014 cost		*			*			*		*

* Increase/decrease is less than $0.1 million.

A hypothetical 50 basis point decrease in the asset return assumption would increase the annual cost of benefits by $0.3 million.

Recently Issued Accounting Pronouncements

See Note 4 of the notes to the consolidated financial statements contained elsewhere in this prospectus.

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Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

Quantitative and Qualitative Analysis of Market Risk

We are exposed to fluctuations in foreign currency exchange rates, interest rates and commodity prices for products we use in our manufacturing and sellable scrap we generate from manufacturing. To reduce our exposure to these risks, we maintain risk management controls to monitor these risks and take appropriate actions to attempt to mitigate such forms of market risks. We do not hold financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk

As a result of our global operations, we generate a significant portion of our sales and incur a substantial portion of our expenses in currencies other than the U.S. dollar. To the extent that we have significantly more costs than sales generated in a currency other than the U.S. dollar, we are subject to risk if the currency in which our costs are paid appreciates against the currency in which we generate sales because the appreciation effectively increases our cost in that country. We may selectively employ derivative instruments to reduce our foreign currency exchange risk. As of December 31, 2014, we had no material derivative instruments in place.

The financial condition, results of operations and cash flows of some of our operating entities are reported in currencies other than the U.S. dollar and then translated into U.S. dollars at the applicable exchange rate for inclusion in our financial statements. As a result, appreciation of the U.S. dollar against these other currencies generally will have a negative impact on our reported sales and profits while depreciation of the U.S. dollar against these other currencies will generally have a positive effect on reported sales and profits. Our primary exposure is to fluctuations in the Euro exchange rate, and we also have exposure to fluctuations in the Mexican Peso, Korean Won and Chinese Renminbi exchange rates.

The following table sets forth a sensitivity analysis of the effect a hypothetical change in the U.S. dollar to Euro exchange rate would have on our net sales for the year ended December 31, 2014:

Change in exchange rate:	10% increase in U.S. dollar to Euro exchange rate			10% decrease in U.S. dollar to Euro exchange rate
	(In millions)
Resulting change in net sales	$	(27.7	)	$	33.9

Interest Rate Risk

We are subject to interest rate market risk in connection on our Senior Credit Facilities. As of December 31, 2014, our Senior Credit Facilities provided for variable rate borrowings of up to $1,574.4 million including $234.4 million under our Revolving Credit Facilities, net of $15.6 million of letters of credit. The variable interest rate on our Term Loan Facility is subject to a LIBOR floor. Our Revolving Credit Facility bears interest at a variable rate based on LIBOR or a base rate plus an applicable margin. Due to the LIBOR floor, an assumed 25 basis point change in interest rates would have no impact on our annual interest expense from our Term Loan Facility. However, an assumed 25 basis point change in interest rates would change interest expense on our Revolving Credit Facility by $0.6 million if fully drawn and outstanding for the entire year.

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Commodity Price Risk

We do not use derivative contracts to manage commodity price risk. We maintain raw material price pass-through arrangements with our customers on substantially all of our products to reduce exposure to raw material price fluctuations. In instances where the risk is not covered contractually, we have generally been able to adjust customer prices to recover commodity cost increases.

Supplemental Results of Operations Information for MD Investors Corporation

The following discussion and analysis of the results of operations of MD Investors Corporation is presented solely for the purpose of providing additional information regarding the results of operations of MD Investors Corporation for the periods prior to the Metaldyne Transaction as such results of operations are not included in our consolidated financial statements for such periods.

The following table sets forth supplemental results of operations data for MD Investors Corporation for each of the periods presented:

	352-Day Period Ended December 17, 2012		Year Ended December 31, 2011
	(In millions)
Net sales	$	1,041.5	$	1,055.0
Cost of sales		862.3		890.0
Gross profit		179.2		165.0
Operating income		101.2		109.3
Interest expense		21.9		23.1
Income tax provision		29.9		38.5
Net income attributable to common stockholders	$	49.9	$	39.4

2012 352-day Period compared with the Year Ended December 31, 2011

Net Sales

Net sales for the 352 day period ended December 17, 2012 were $1,041.5 million as compared to $1,055.0 million for the year ended December 31, 2011, a decrease of $13.5 million, or 1.3%. The decrease in net sales was attributable to 2012 not being a full year period due to the exclusion of net sales subsequent to the Metaldyne Transaction. In addition to the impact of the shorter period as a result of the Metaldyne Transaction, the decrease was attributable to a decrease in European light vehicle volumes, lower net customer prices, lower material surcharge pass-through and unfavorable currency movements. These factors were partially offset by higher net sales resulting from North American light vehicle volume increases in production and new program launches.

Cost of Sales

Cost of sales for the 352 day period ended December 17, 2012 was $862.3 million as compared to $890.0 million for the year ended December 31, 2011, a decrease of $27.7 million or 3.1%. In addition to the impact of the shorter period as a result of the Metaldyne Transaction, cost of sales decreased due to manufacturing cost reductions, partially offset by increased depreciation expense recorded on capital expenditures.

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Gross Profit

Gross profit for the 352 day period ended December 17, 2012 was $179.2 million, or 17.2% of net sales, as compared to $165.0 million, or 15.6% of net sales for the year ended December 31, 2011, an increase of $14.2 million, or 8.6%. Gross profit increased due to North American increased volumes, new program launches and favorable product mix, partially offset by the impact of the shorter period as a result of the Metaldyne Transaction and lower European light vehicle volumes. The gross profit increase was also due to manufacturing cost reductions, partially offset by unfavorable currency movements, increased depreciation expense recorded on capital expenditures and lower net customer prices.

Operating Income

Operating income for the 352 day period ended December 17, 2012 was $101.2 million, or 9.7% of net sales, as compared to $109.3 million, or 10.4% of net sales, for the year ended December 31, 2011, a decrease of $8.1 million, or 7.4%. In addition to the impact of the shorter period as a result of the Metaldyne Transaction, the decrease in operating income primarily related to Metaldyne Transaction related costs of $28.4 million in the 352 day period ended December 17, 2012, which more than offset the increase in gross profit.

Interest Expense, Net

Interest expense, net was $21.9 million for the 352 day period ended December 17, 2012 and $23.1 million for the year ended December 31, 2011. In addition to the impact of the shorter period as a result of the Metaldyne Transaction, the decrease was attributable to lower average outstanding borrowings.

Income Taxes

The income tax provision for the 352 day period ended December 17, 2012, and the year ended December 31, 2011 was $29.9 million, and $38.5 million, respectively. Our effective tax rates for the 352 day period ended December 17, 2012 and the year ended December 31, 2011 were 37.4% and 49.5% respectively. The decrease in effective rates was due to the impact of purchase accounting related items resulting from the Metaldyne Transaction in 2012 and the mix of domestic and foreign earnings with varying tax rates.

Net Income

Net income attributable to stockholders was $49.9 million, or 4.8% of net sales, for the 352 day period ended December 17, 2012, and $39.4 million, or 3.7% of net sales, for the year ended December 31, 2011. The increase was primarily attributable to favorable variances to loss on debt transactions, interest expense and income tax provision, which were partially offset by the decrease in operating income.

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BUSINESS

Business Overview

MPG provides highly-engineered components for use in Powertrain and Safety-Critical Platforms for the global light, commercial, and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. Our components help OEMs meet fuel economy, performance, and safety standards.

Our metal-forming manufacturing technologies and processes include Aluminum Die Casting, Forging, Iron Casting and Powder Metal Forming, as well as value-added manufacturing processes such as Advanced Machining and Assembly. These technologies and processes are used to create a wide range of customized Powertrain and Safety-Critical components that address requirements for power density (increased component strength to weight ratio), power generation, power / torque transfer, strength, and NVH.

Our business is comprised of three segments:

HHI: HHI manufactures highly-engineered metal-based products for the North American light vehicle market. These components are used in Powertrain and Safety-Critical applications, including transmission components, driveline components, wheel hubs, axle ring and pinion gears, sprockets, balance shaft gears, timing drive systems, VVT components, transfer case components and wheel bearings.

Metaldyne: Metaldyne manufactures highly-engineered metal-based Powertrain products for the global light vehicle markets. These components include connecting rods, VVT components, balance shaft systems, and crankshaft dampers, differential gears, pinions and assemblies, valve bodies, hollow and solid shafts, clutch modules and assembled end covers.

Grede: Grede manufactures cast, machined and assembled components for the light, commercial and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. These components are used in Powertrain and Safety-Critical applications, including turbocharger housings, differential carriers and cases, scrolls and covers, brake calipers and housings, knuckles, control arms and axle components.

See Note 22 of the notes to the consolidated financial statements contained elsewhere in this prospectus for financial information reported by segment and geographic area.

We primarily serve the global light vehicle and North American commercial and industrial vehicle and equipment end-markets with a focus on components for Powertrain and Safety-Critical applications. Demand in these end-markets, and therefore, our products, is driven by consumer preferences, regulatory requirements (particularly related to fuel economy and safety standards) and macro-economic factors. In addition to light vehicle OEMs, our customers include commercial vehicle manufacturers in the medium and heavy truck market. We also produce a wide variety of components to serve multiple industrial equipment end-markets with agriculture and construction equipment OEMs.

Contribution to our net sales by vehicle application follows:

	Year Ended December 31, 2014			Year Ended December 31, 2013			2012 (1)
Driveline		19	%		18	%		15	%
Engine		28			33			13
Transmission		23			24			23
Safety-Critical		17			18			42
Other Specialty Products		13			7			7
		100	%		100	%		100	%

(1) Reflects net sales contribution for Successor Period 2012 and Predecessor Period 2012, combined.

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Seasonality

Our business is moderately seasonal because our largest North American customers typically halt operations for approximately two weeks in July and one week in December. Customers in Europe have historically shut down vehicle production during a portion of August and December as well. In addition, third quarter automotive production traditionally is lower as new models enter production.

Customers

We depend on major vehicle OEMs for our sales. For the year ended December 31, 2014, Ford, GM, and FCA accounted for approximately 24%, 21%, and 13% of our end-customer sales, respectively. Other significant customers include Daimler, Toyota, and Hyundai, which together accounted for approximately 10% of our end-customer sales for the year ended December 31, 2014. We have strong and longstanding relationships with our customers. Once embedded in a Program, our products are difficult to displace due to the high costs and long lead times associated with re-engineering and revalidation, tooling development, and the use of sophisticated materials and manufacturing process parameters.

Suppliers and Raw Materials

We procure our raw materials from a variety of suppliers for use in our manufacturing processes. In 2014, our top ten suppliers constituted less than 39% of our purchases. Based on available quality and supply, we seek to obtain materials in the region in which our products are manufactured in order to minimize transportation and other costs. The primary raw materials used to produce the majority of our products are steel scrap, steel bar, pig iron, aluminum, copper, molybdenum and other metallic materials. We believe our principal suppliers have steel making capabilities and capacity to support our customers’ specifications and volume expectations. We typically source raw materials or components from single suppliers. Although we are generally able to substitute suppliers for raw materials and components without material short-term costs, in some cases, it could be difficult and expensive for us to change suppliers and may require customer approval.

Generally, we apply raw material surcharges to our customers to mitigate volatility in our cost of scrap, steel bar, aluminum and other inputs. Surcharge prices on our raw materials may vary based on industry indices or on actual prices paid to suppliers. We also sell certain manufacturing scrap, which may be subject to fluctuations in commodity prices.

Design, Product Development and Intellectual Property

We maintain technical and commercial engineering centers in major regions of the world to develop and provide advanced products, processes and manufacturing support for all of our manufacturing sites, and to provide our customers with local engineering capabilities and design support. Our efforts related to research and development are focused on process improvement, higher performance materials and increased product performance.

We believe that our engineering and technical expertise, together with our emphasis on continuing product and process development, allow us to use the latest technologies, processes and sophisticated materials to provide cost-effective solutions to our customers. We believe that continued engineering activities are critical to

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support our pipeline of technologically advanced products and increasing the technical and performance capabilities of our products. We maintain our engineering activities around our core technologies and processes, allocating our capital and resources to those products with differentiated technologies and attractive returns on invested capital.

We pursue patents where specific technology or innovation is well positioned for protection under intellectual property laws. While no individual patent or group of patents, taken alone, is considered material to our business, taken in the aggregate, these patents provide meaningful protection for our products and product innovations. We continually make determinations as to whether a product or process is best protected through a patent application or other means.

Backlog

Incremental business backlog, which we measure as anticipated net product sales from incremental business for the next three years at each year end, net of Programs being phased out and any foreign currency fluctuations, is approximately $190 million as of December 31, 2014. We are typically awarded Programs one to three years prior to the start of production on new and replacement business. Due to the timing of the OEM sourcing cycle, our anticipated net product sales were measured based on contracts to be executed during 2015 through 2017. Our estimate of anticipated net product sales includes formally awarded new Programs, Programs which we believe are highly probable of being awarded to us, expected volume changes on existing Programs and the impact of foreign currency. Our estimate may be impacted by various assumptions, including vehicle production levels on new and replacement Programs, customer price reductions, scrap prices, material price indices, currency exchange rates and the timing of Program launches. We typically enter into agreements with our customers at the beginning of a vehicle’s life for the fulfillment of customers’ purchasing requirements for the entire production life of the Program. Therefore, this anticipated net product sales information could differ significantly from actual firm orders or firm commitments and awards of business do not represent guarantees of production volumes or revenues.

Competition

Although the number of our competitors has decreased due to ongoing industry consolidation, the automotive components industry remains very competitive. OEMs and Tier I suppliers rigorously evaluate suppliers on the basis of product quality, price competitiveness, reliability and timeliness of delivery, product design capability, technical expertise and development capability, new product innovation, financial viability, application of lean principles, operational flexibility, customer service and overall management. In addition, our customers generally require that suppliers demonstrate improved efficiencies, through cost reductions and/or price improvement, on a year-over-year basis.

The following table illustrates our primary competitors for our manufacturing technologies and value-added processes:

Portfolio of Manufacturing Technologies and Value-Added Processes	Primary Competitors
Advanced Machining and Assembly	BorgWarner, GKN, Linamar and Magna
Aluminum Die Casting	Aisin, Dongnam Precision and Ryobi
Cold and Warm Forging	American Axle, Hirshvogel, Linamar and Sona BLW
Hot Forging	American Axle, Amtek, Linamar and Hirshvogel
Iron Casting	Metal Technologies, Inc., Neenah Enterprises and Waupaca
Powder Metal Forming	GKN, Mahle, and Miba
Rubber and Viscous Dampening Assemblies	Knorr Bremse, Vibracoustic and Winkelmann

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Environmental Compliance

We are subject to a variety of federal, state, local and foreign environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances or wastes, and the clean-up of contaminated sites. Some of our operations require environmental permits and controls to prevent and reduce air and water pollution. These permits are subject to modification, renewal, and revocation by issuing authorities. We believe we are in substantial compliance with all applicable material laws and regulations. Historically, our costs of achieving and maintaining compliance with environmental, health, and safety requirements have not been material to our results.

Employees

As of December 31, 2014, we employed approximately 12,000 total employees in 13 countries. As of December 31, 2014, approximately 38% of our employees were employed under the terms of collective bargaining agreements with industrial trade unions or employed under international workers councils.

Facilities

We are headquartered in Plymouth, Michigan in a 38,000 square foot facility. This facility is utilized for management offices as well as certain customer service, engineering, human resources, information technology, finance, and treasury functions. Our manufacturing is conducted in 56 production facilities strategically located close to our customers’ operations in 11 countries throughout North and South America, Europe, and Asia. Our 61 worldwide locations also support sales, engineering, administrative, and distribution functions. Approximately 38 of our facilities are leased or subject to land leases. We believe that our facilities are suitable and adequate to meet our current and reasonably anticipated needs.

The table below highlights our locations across the world.

Region	Segment	Location	Primary Process Description
North America	Grede	Bessemer, AL	Iron Casting
	Grede	Bessemer, AL	Foam Pattern Molding
	Grede	Brewton, AL	Iron Casting
	Grede	Columbiana, AL	Iron Casting
	Grede	New Castle, IN	Iron Casting
	Grede	Kingsford, MI	Iron Casting
	Grede	Southfield, MI	Administrative / Finance
	Grede	St. Cloud, MN	Iron Casting
	Grede	Biscoe, NC	Iron Casting
	Grede	Biscoe, NC	Machining
	Grede	Berlin, WI	Iron Casting
	Grede	Browntown, WI	Iron Casting
	Grede	Menomonee Falls, WI	Machining
	Grede	Oconomowoc, WI	Machining
	Grede	Reedsburg, WI	Iron Casting
	Grede	Wauwatosa, WI	Iron Casting
	Grede	Apodaca, Mexico	Iron Casting
	Grede	El Carmen, Mexico	Iron Casting
	HHI	Fort Smith, AR	Assembly & Distribution
	HHI	Paris, AR	Machining & Assembly
	HHI	Subiaco, AR	Powder Metal & Machining
	HHI	Bolingbrook, IL	Machining & Assembly
	HHI	Chicago, IL	Forging
	HHI	Chicago, IL	Forging
	HHI	Naperville, IL	Assembly
	HHI	Columbus, IN	Forging
	HHI	Columbus, IN	Forging

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Region	Segment	Location	Primary Process Description
	HHI	Remington, IN	Forging
	HHI	Coldwater, MI	Forging
	HHI	Fraser, MI	Forging & Machining
	HHI	Royal Oak, MI	Forging
	HHI	Troy, MI	Forging
	HHI	Sandusky, OH	Machining & Assembly
	HHI	Aguascalientes, Mexico	Warehouse
	Metaldyne	Bluffton, IN	Machining & Assembly
	Metaldyne	Fremont, IN	Machining & Assembly
	Metaldyne	North Vernon, IN	Powder Metal & Machining
	Metaldyne	Litchfield, MI	Machining & Assembly
	Metaldyne	Plymouth, MI	Headquarters, Sales / Engineering
	Metaldyne	Warren, MI	Tooling
	Metaldyne	Twinsburg, OH	Aluminum Die Casting
	Metaldyne	Ridgeway, PA	Powder Metal & Machining
	Metaldyne	St. Marys, PA	Powder Metal & Machining
	Metaldyne	Ramos Arizpe, Mexico	Powder Metal & Machining
South America	Metaldyne	Indaiatuba, Brazil	Powder Metal & Machining
Europe	Metaldyne	Oslavany, Czech Republic	Machining & Assembly
	Metaldyne	Zbysov, Czech Republic	Machining & Assembly
	Metaldyne	Halifax, England	Machining & Assembly
	Metaldyne	Decines, France (Lyon #2)	Machining & Assembly
	Metaldyne	Lyon, France	Machining & Assembly
	Metaldyne	Dieburg, Germany	Sales / Engineering
	Metaldyne	Nurnberg, Germany	Machining & Assembly
	Metaldyne	Zell, Germany	Forging & Machining
	Metaldyne	Kopstal, Luxembourg	Administrative / Finance
	Metaldyne	Barcelona, Spain	Machining & Assembly
	Metaldyne	Valencia, Spain	Powder Metal
Asia	HHI	Huzhou City, China (JV)	Forging
	Metaldyne	Suzhou, China	Powder Metal, Aluminum Die Casting, Machining & Assembly
	Metaldyne	Jamshedpur, India (JV)	Machining & Assembly
	Metaldyne	Yokohama, Japan	Sales / Engineering
	Metaldyne	Pyeongtaek, South Korea	Machining & Assembly

In January 2002, we entered into a lease agreement for a parcel of land with a 135,500 square foot building on the premises, located in North Vernon, Indiana. We entered into this lease for the purpose of locating industrial and office space on the premises. The term of the lease is approximately twenty years with the right to extend the term for two additional ten year periods. The yearly rent for the premises is based on a formula prescribed in the lease agreement, with the base rent for the initial year of approximately $280,000.

In August 2007, we entered into a lease contract for a 131,277 square foot factory building located in Suzhou Industrial Park, in the People’s Republic of China, which was to be constructed by the lessor and then leased to us so that we could engage in the design, research, development and production of various automotive components, including key chassis components and automatic transmission components. The lease has an initial term of ten years starting from the date of legal occupancy once the construction of the agreed upon facilities are substantially complete, with the option to renew for two subsequent terms of up to five years. The rent payable during the initial term of ten years is RMB 371,280 per month.

In August 2008, we entered into a lease agreement for approximately 1,300,000 square feet of manufacturing, distribution and office space in Sandusky, Ohio. The term of the lease expires on August 6, 2033. The initial base rent is approximately $263,500 per month, subject to certain fixed increases over the course of the term, as set forth in the lease agreement.

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In December 2009, we entered into a lease agreement for manufacturing space in Twinsburg, Ohio (“Twinsburg Lease Agreement”), which took effect as of January 1, 2010 and was initially scheduled to end on December 31, 2014, with the option to extend the Twinsburg Lease Agreement for one three-year renewal term. Initial base rent is approximately $260,000 per month, subject to certain adjustments over the course of the term, as set forth in the lease agreement. In May 2012, we executed a first amendment to the Twinsburg Lease Agreement, extending the expiration date to December 31, 2027, with the option to extend the lease for two five-year renewal terms.

In June 2012, we entered into a lease agreement for 25,704 square feet of industrial and office space in Decines-Charpieu, Rhône, France. The term of the lease is from January 1, 2013 through December 31, 2021. The initial base rent is €119,400 per year, payable on a quarterly basis, subject to certain adjustments over the course of the term.

Product Liability and Warranty Matters

In the event that the use of our products results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability lawsuits and other claims. These lawsuits generally seek compensatory damages, punitive damages and attorney fees and costs. Additionally, we are a party to warranty-sharing and other agreements related to our products with certain of our OEM customers. These customers may pursue claims against us for contribution of all or a portion of the amounts sought in connection with product liability and warranty claims.

Additionally, if any of our products are, or are alleged to be, nonconforming, we may be required or requested by our OEM customers to participate in a recall or other corrective action involving such products. In certain instances, allegedly nonconforming products may be provided by our suppliers. We may seek recovery from our suppliers of materials included within our products that are associated with product liability and warranty claims. We carry insurance for certain legal matters, including product liability claims, but such coverage may be limited. We do not maintain insurance for product warranty or recall matters in the United States.

Legal Proceedings

From time to time we are subject to various legal actions and claims incidental to our business, including those arising out of breach of contracts, product warranties, regulatory matters, intellectual property, and employment-related matters. It is our opinion that the outcome of such matters will not have a material adverse impact on our consolidated financial position, results of operations, or cash flows. However, the final amounts required to resolve these matters could differ materially from our recorded estimates. See Note 20 of the notes to the consolidated financial statements contained elsewhere in this prospectus.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names and ages of the individuals who serve as our executive officers and members of our board of directors.

Name	Age	Position
George Thanopoulos	51	Chief Executive Officer and Director, and President & CEO of HHI
Mark Blaufuss	47	Chief Financial Officer and Treasurer
Thomas Amato	51	Co-President, and President & CEO of Metaldyne
Douglas Grimm	53	Co-President, and President & CEO of Grede
Kevin Penn	53	Chairman and Director
Nick Bhambri	51	Director
Loren Easton	35	Director
Michael Fisch	52	Director
William Jackson	54	Director
John Pearson Smith	66	Director
Jeffrey Stafeil	45	Director

Executive Officer and Director Biographies

George Thanopoulos was named our Chief Executive Officer in August 2014 in connection with the Combination and has served on our board of directors since August 2014. Mr. Thanopoulos is the founder of HHI and serves as its President and Chief Executive Officer since September 2005. Prior to founding HHI, he was a group president of Oldco M Corporation (the former Metaldyne Corporation) and prior to that held multiple positions at MascoTech, Inc., the predecessor company to Oldco M Corporation, over a 15-year period, including engineering, plant management, and executive management. Mr. Thanopoulos served as a member of the board of directors of Global Brass and Copper Holdings, Inc., a converter, fabricator, distributor, and processor of specialized copper and brass products in North America, from 2011 to 2014. Mr. Thanopoulos also served as a director of JL French Automotive Castings, Inc., a supplier of die cast aluminum components and assemblies, from 2006 to 2012 and as a director of Chassis Brakes International, a supplier of automotive foundation brakes and brake components, from 2012 to 2013. Mr. Thanopoulos holds a B.S. degree in Mechanical Engineering from the University of Michigan. Mr. Thanopoulos was chosen as our director because of his extensive experience in management and in the manufacturing industry.

Mark Blaufuss was named our Chief Financial Officer and Treasurer in August 2014 in connection with the Combination. Mr. Blaufuss has also served as Metaldyne’s Chief Financial Officer since May 2011. Prior to joining Metaldyne, Mr. Blaufuss held the Chief Financial Officer position at United Components, Inc., an aftermarket automotive parts supplier, from September 2009 to April 2011, and at Axletech International, a

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planetary axle supplier, from April 2007 to September 2009. He also worked as director of AlixPartners, a consulting firm, Corporate Controller of JPE, Inc., an automotive parts supplier, and Manager at PricewaterhouseCoopers. Mr. Blaufuss acted as CFO for Stonebridge Industries, Inc. until 2004. Stonebridge Industries, Inc. filed for Chapter 11 bankruptcy in 2005. Mr. Blaufuss holds a B.S. degree in Accounting from Michigan State University.

Thomas Amato was named our Co-President in August 2014 in connection with the Combination. Mr. Amato also serves as the President and Chief Executive Officer of Metaldyne, LLC, which he has done since its founding in 2009. Prior to that, he held multiple positions at Oldco M Corporation (the former Metaldyne Corporation), including as Executive Vice President of Corporate Development and Executive Vice President of Commercial Operations. He was named Chairman, President and Chief Executive Officer of Oldco M Corporation in January 2008 and was also Co-Chief Executive Officer of Asahi Tec, a Japanese casting and forging company publicly traded on the Tokyo Stock Exchange. Mr. Amato also held multiple positions at MascoTech, Inc., the predecessor company to Oldco M Corporation, which he joined in 1994, and he has served on the boards of Asahi Tec and Wolverine Tube. Mr. Amato holds a B.S. degree in Chemical Engineering from Wayne State University and an M.B.A. from the University of Michigan.

Douglas Grimm was named our Co-President in August 2014 in connection with the Combination. Mr. Grimm also serves as President and Chief Executive Officer of Grede which he has done since February 2010. Prior to that, he served as Chief Executive Officer of Citation Corporation, a foundry that manufactures components for the transportation and industrial markets, from January 2008 to February 2010. Prior to co-founding Grede Holdings LLC, Mr. Grimm served as Vice President—Global Ford, Materials Management, Powertrain Electronics & Fuel Operations of Visteon Corporation, a global automotive supplier that manufactures climate, electronics, and interior products for vehicle manufacturers, from 2006 to 2008. Prior to that time, Mr. Grimm spent five years at Oldco M Corporation (the former Metaldyne Corporation) as a Vice President in various executive positions, including commercial operations, General Manager of forging and casting operations, as well as having responsibility for global purchasing and quality. Before joining Oldco M Corporation in 2001, Mr. Grimm was with Dana Corporation, a worldwide supplier of drivetrain, sealing and thermal management components and systems in 1998 and served as Vice President, Global Strategic Sourcing. Prior to that, Mr. Grimm spent 10 years at Chrysler Corporation in various purchasing management positions. Mr. Grimm is the immediate past Chairman of the Original Equipment Supplier Association (OESA), Vice-Chairman of the Motor & Equipment Manufacturers Association (MEMA) and a director for the Peterson American Corporation. Mr. Grimm holds a B.A. degree in Economics & Management from Hiram College (OH), where he is a member of the board of trustees, and an M.B.A. from the University of Detroit.

Kevin Penn has served on our board of directors since June 2014. Mr. Penn is the Chairman of our board of directors. Mr. Penn is also a Managing Director of American Securities, having joined in 2009. Prior to joining American Securities, he founded and led ACI Capital Co., LLC. Prior thereto, he was Executive Vice President and Chief Investment Officer for a family investment office, First Spring Corporation, where he managed private equity, direct investment, and public investment portfolios. Earlier in his career, Mr. Penn was a principal of the private equity firm Adler & Shaykin and was a founding member of the Leveraged Buyout Group at Morgan Stanley & Co. He was previously Chairman of Metaldyne, Grede, and HHI, and is currently the Chairman of the boards of Frontier Spinning Mills and Learning Care Group. He is also a board member of Unified Logistics and Cornhusker Energy Lexington Holdings. He is also a member of Mount Sinai Hospital, Department of Medicine Advisory Board, and he serves as Chairperson of the Board of Overseers of University of Pennsylvania School of Design and as Governor/Overseer of Hebrew Union College. Mr. Penn holds a B.S. degree in Economics from the Wharton School of University of Pennsylvania and an M.B.A. from Harvard Business School. Mr. Penn was chosen as our director because of his management and financial expertise.

Nick Bhambri has served on our board of directors since August 2014. Mr. Bhambri also served as the President of MECS Inc., a DuPont company, until April 2012. Before MECS was acquired by DuPont, Mr. Bhambri served as President and Chief Executive Officer of MECS since 2007, having joined the company in 1992. Mr. Bhambri was previously a director of HHI. Mr. Bhambri holds a B.S. degree in Mechanical Engineering and an M.B.A. from Washington University in St. Louis. Mr. Bhambri was chosen as our director because of his experience in the manufacturing industry.

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Loren Easton has served on our board of directors since June 2014. Mr. Easton is also a Managing Director of American Securities, having joined in 2009. Prior to joining American Securities, Mr. Easton was a Vice President at ACI Capital Co., LLC and was an analyst at Lazard Frères. He was previously a director of Grede and Metaldyne and is currently a director of Frontier Spinning Mills and Unifrax. Mr. Easton holds a B.A. degree and an M.B.A. from the University of Pennsylvania. Mr. Easton was chosen as our director because of his management and financial expertise.

Michael Fisch has served on our board of directors since August 2014. Mr. Fisch is also the President and CEO of American Securities, which he co-founded in 1994. Mr. Fisch was previously a director of Metaldyne, Grede, and HHI and currently serves on the boards of certain American Securities affiliates, including ASP Portfolio Companies. He is a Trustee of Princeton Theological Seminary; board member of Human Rights Watch; and member of Mount Sinai Hospital Department of Medicine Advisory Board. Mr. Fisch holds a B.A. degree from Dartmouth College and an M.B.A. from Stanford University. Mr. Fisch was chosen as our director because of his management and financial expertise.

William Jackson has served on our board of directors since August 2014. Mr. Jackson has been an Executive Vice President of Corporate Development at Johnson Controls Inc. since September 2013 and served as its President of the Automotive Electronics & Interiors since March 2012. Mr. Jackson served as an Executive Vice President of Operations & Innovation at Johnson Controls Inc. from May 2011 to September 2013. Prior to Johnson Controls, he served as Senior Vice President and President of Automotive at Sears Holdings Corporation since March 2009 and was responsible for the oversight, leadership, and strategic growth of its automotive business, both in-store and online. Prior to Sears Holdings Corporation, Mr. Jackson was a Senior Partner and served in various leadership roles of Booz & Company. He served on the board of directors for both Booz Allen Hamilton and Booz & Company and was previously a director of Metaldyne. Mr. Jackson holds a B.S. degree and an M.S. degree in Mechanical Engineering from the University of Illinois and an M.B.A. from the University of Chicago. Mr. Jackson was chosen as our director because of his automotive and industrial consulting experience.

John Pearson Smith (Jack) has served on our board of directors since August 2014. Mr. Smith is also director and co-owner of Silversmith Inc., a producer of metering and automated data reporting systems for natural gas, oil production and waste water disposal. Prior to co-founding Silversmith Inc. in 2003, Mr. Smith was President and Chief Executive Officer of Holland Neway International, a producer of commercial vehicle suspensions and brake systems, with prior experience in engineering management at Ford Heavy Truck Division. Mr. Smith was previously a director of Metaldyne, and currently serves on the board of directors of SRAM Corporation. He is also on the board of Grand Valley State University Foundation. Mr. Smith holds a B.S. degree and an M.S. degree in Mechanical Engineering and an M.B.A. from the University of Michigan. Mr. Smith was chosen as our director because of his operational leadership and automotive expertise.

Jeffrey Stafeil has served on our board of directors since August 2014. Mr. Stafeil has also been Chief Financial Officer at Visteon Corporation since October 2012 and has been its Executive Vice President since November 2012. He served as the Chief Financial Officer and Executive Vice President of DURA Automotive Systems, LLC (alternate name, Dura Automotive Systems Inc.) from December 2008 to 2010 and served as its Chief Executive Officer from October 2010 to 2012. Prior to joining DURA, he served as the Chief Financial Officer and member of management board of Klöckner Pentaplast GmbH & Co. KG. He served as Chief Financial Officer and Executive Vice President of Oldco M Corporation (the former Metaldyne Corporation) from 2001 to 2007, in addition to other management positions since joining Oldco M Corporation in 2001. Mr. Stafeil served as a director of DURA Automotive Systems, LLC from June 2008 to October 2012 and Meridian Corporation since 2006 to 2009. From 2009 to 2012, he served as a director of J.L. French Automotive Castings Inc. and was previously a director of HHI. He currently serves as a director of Mentor Graphics Corp. Mr. Stafeil holds a B.S. degree in Accounting from Indiana University and an M.B.A. from the Fuqua School of Business at Duke University. Mr. Stafeil was chosen as our director because of his operational leadership and financial management experience.

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Board of Directors

Our business and affairs are managed under the direction of our board of directors. The members of our board of directors and MPG’s board of directors are the same. Our amended and restated bylaws provide that our board of directors will be composed of eight directors or such number as the board shall otherwise fix. Our executive officers and key employees serve at the discretion of our board of directors.

Controlled Company Exception

As of December 31, 2014, American Securities beneficially owns shares representing more than 50% of the voting power of MPG’s shares eligible to vote in the election of directors. As a result, MPG is a “controlled company” within the meaning of corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of MPG’s board of directors consist of independent directors, (2) that MPG’s board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that MPG’s board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. MPG is currently utilizing some of these exemptions. As a result, although MPG has independent director representation on its compensation and nominating and corporate governance committees, they are not comprised entirely of independent directors, and only half of MPG’s board members are independent directors. Although MPG may transition to fully independent compensation and nominating and corporate governance committees prior to the time it ceases to be a “controlled company,” for such period of time you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. The controlled company exemption does not modify the independence requirements for the audit committee, and MPG currently complies with the requirements of the Sarbanes-Oxley Act and the NYSE rules which require that its audit committee be composed of at least three members, a majority of whom are independent, and plan to comply with the requirement that each audit committee member will be independent within one year of the IPO. In the event that MPG ceases to be a “controlled company” and its shares continue to be listed on the NYSE, MPG will be required to comply with these provisions within the applicable transition periods.

Director Independence

MPG’s board of directors has affirmatively determined that Mr. Bhambri, Mr. Jackson, Mr. Smith and Mr. Stafeil are independent directors under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

Board Committees

MPG’s board of directors has the authority to appoint committees to perform certain management and administration functions. MPG’s board of directors has three committees: the audit committee, the compensation committee and the nominating and corporate governance committee.

Audit Committee

The primary purpose of the audit committee is to assist the board’s oversight of:

• the audits and integrity of the financial statements;

• the processes relating to risk management;

• the processes relating the systems of internal control over financial reporting and disclosure controls and procedures;

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• the qualifications, engagement, compensation, independence and performance of MPG’s independent auditor;

• the auditor’s conduct of the annual audit of MPG’s financial statements and any other auditor services provided; and

• the performance of MPG’s internal audit function.

MPG’s audit committee will also produce the annual report of the audit committee as required by SEC rules:

• MPG’s legal and regulatory compliance; and

• the application of MPG’s codes of business conduct and ethics as established by management and the board.

Mr. Stafeil, Mr. Bhambri, and Mr. Easton serve on the audit committee. Mr. Stafeil serves as chairman of the audit committee and also qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K, and each audit committee member meets the financial literacy requirements of the NYSE. MPG’s board of directors has affirmatively determined that Mr. Stafeil and Mr. Bhambri meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable SEC and NYSE rules, and MPG intends to comply with these independence requirements for all members of the audit committee within the time periods specified therein. The audit committee is governed by a charter that complies with the rules of NYSE.

Compensation Committee

The primary purposes of the compensation committee are to:

• oversee the employee compensation policies and practices;

• determine and approve the compensation of the chief executive officer and other executive officers;

• review and approve incentive compensation and equity compensation policies and programs;

• produce the annual report of the compensation committee as required by SEC rules.

Mr. Penn, Mr. Easton and Mr. Jackson serve on the compensation committee, and Mr. Penn serves as the chairman. The compensation committee is governed by a charter.

Nominating and Corporate Governance Committee

The primary purposes of the nominating and corporate governance committee are to:

• identify and screen individuals qualified to serve as directors and recommend to the board of directors candidates for nomination for election;

• evaluate, monitor and make recommendations to the board of directors with respect to MPG’s corporate governance guidelines;

• coordinate and oversee the annual self-evaluation of the board of directors and its committees and management; and

• review the overall corporate governance and recommend improvements for approval by the board of directors where appropriate.

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Mr. Fisch, Mr. Penn and Mr. Smith serve on the nominating and corporate governance, and Mr. Fisch serves as the chairman. The nominating and corporate governance committee is governed by a charter. The committee has a policy to consider properly submitted stockholder recommendations for candidates for membership on the board of directors. Directors may be nominated pursuant to the Stockholders’ Agreement dated August 4, 2014 among the Company and its stockholders. In addition, the committee will consider recommendations for board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the committee, directors, and members of management. MPG’s stockholders may submit recommendations by providing a person’s name and appropriate background and biographical information in writing to:

Metaldyne Performance Group Inc.

47659 Halyard Drive

Plymouth, MI 48170-2429

Attention: Nominating and Corporate Governance Committee

Board and Committee Meetings

During 2014 and subsequent to the IPO, MPG’s board of directors and the audit committee each held one meeting.

Compensation Committee Interlocks and Insider Participation

None of our or MPG’s executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) and of any other company.

Code of Business Conduct and Ethics

MPG adopted a code of business conduct and ethics that applies to all of its employees, officers, and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of business conduct and ethics is available on MPG’s web site at www.mpgdriven.com. Any waiver of the code for directors or executive officers may be made only by MPG’s board of directors and will be promptly disclosed to MPG’s stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Amendments to the code must be approved by MPG’s board of directors and will be promptly disclosed (other than technical, administrative, or non-substantive changes). Any amendments to the code, or any waivers of its requirements, will be disclosed on MPG’s website. Any person may request a copy of the code of business conduct and ethics, at no cost, by writing to MPG at the following address:

Metaldyne Performance Group Inc.

47659 Halyard Drive

Plymouth, MI 48170-2429

Attention: Corporate Integrity Committee

Corporate Governance Guidelines

MPG’s board of directors adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE, as applicable, that serve as a flexible framework within which MPG’s board of directors and its committees operate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board and Chief Executive Officer, executive sessions, standing board committees, board

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member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of MPG’s corporate governance guidelines is posted on MPG’s website www.mpgdriven.com.

Indemnification of Officers and Directors

MPG’s amended and restated bylaws provide that it will indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“the DGCL”). MPG has established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances.

MPG’s amended and restated certificate of incorporation provides that its directors will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under Section 174 of the DGCL or any transaction from which the director derived an improper personal benefit.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs.

Our executive officers were executive officers at HHI, Metaldyne or Grede prior to the Combination. We and MPG have the same executive officers. We determined the named executive officers based on their position with us after the Combination and their compensation for the year ended December 31, 2014from HHI, Metaldyne or Grede, as applicable. The following compensation discussion and analysis includes a discussion of compensation received by our named executive officers for the year ended December 31, 2014 under the compensation programs of HHI, Metaldyne or Grede, as applicable. Accordingly, the compensation received by our named executive officers for the year ended December 31, 2014 may not necessarily be indicative of the compensation received by our named executive officers following the Combination and this offering. References to the compensation committee in this “Executive and Director Compensation” section refer to the compensation committee of MPG.

Executive Summary

This compensation discussion and analysis provides an overview and analysis of (i) the elements comprising the compensation programs at HHI, Metaldyne or Grede, as applicable for our named executive officers, which we refer to in this compensation discussion and analysis as our named executive officers (“NEOs”), (ii) the compensation decisions made under such programs and reflected in the executive compensation tables that follow this compensation discussion and analysis, and (iii) the material factors considered in making those decisions. In addition, this compensation discussion and analysis includes a discussion of our compensation program for executive officers after the Combination.

Our NEOs

Our executive officers were executive officers at HHI, Metaldyne or Grede prior to the Combination. We determined the NEOs based on their position after the Combination and their compensation for the year ended December 31, 2014 from HHI, Metaldyne or Grede, as applicable. For the year ended December 31, 2014, our NEOs were:

• George Thanopoulos, our Chief Executive Officer, and President & CEO of HHI. In 2014, Mr. Thanopoulos served as the chief executive officer of HHI through August 3, 2014. On August 4, effective with the Combination, Mr. Thanopoulos was named chief executive officer of MPG, in addition to his role as President & CEO of HHI.

• Mark Blaufuss, our Chief Financial Officer and Treasurer. In 2014, Mr. Blaufuss served as the chief financial officer of Metaldyne through August 3, 2014. On August 4, effective with the Combination, Mr. Blaufuss was named chief financial officer and treasurer of MPG.

• Thomas Amato, our Co-President, and President & CEO of Metaldyne. In 2014, Mr. Amato served as the president and chief executive officer of Metaldyne through August 3, 2014. On August 4, effective with the combination, Mr. Amato was named Co-President of MPG, in addition to his role as President & CEO Metaldyne.

• Douglas Grimm, our Co-President, and President & CEO of Grede. In 2014, Mr. Grimm served as the chairman, president and chief executive officer of Grede through August 3, 2014. On August 4, effective with the Combination, Mr. Grimm was named Co-President of MPG, in addition to his role as and President & CEO of Grede.

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Compensation Philosophy

In connection with the Combination, we reviewed and aligned the existing compensation programs of HHI, Metaldyne and Grede into our executive compensation program. Consistent with the existing programs, our overall post-Combination compensation program is structured to attract, motivate and retain highly qualified executives by paying them competitively, with variable components designed to pay them based on results that are consistent with our performance on both a short- and long-term basis and on their contribution to that success. In addition, this program is structured to ensure that a significant portion of compensation opportunity is related to specific, measurable factors that directly and indirectly influence stockholder value of MPG. Accordingly, we continue to set goals designed to link each executive officer’s compensation to our performance and the executive officer’s own performance.

Compensation Elements

Our compensation for our executive officers consists primarily of the elements, and their corresponding primary objectives, identified in the following table.

Compensation Element	Primary Objective
Base salary	To recognize performance of job responsibilities and to attract and retain individuals with superior talent.
Annual performance-based compensation	To promote our near-term performance objectives across the entire workforce and reward individual contributions to the achievement of those objectives.
Long-term equity incentive awards	To emphasize our long-term performance objectives, encourage the maximization of stockholder value and retain key executives by providing an opportunity to own MPG stock.
Severance and change in control benefits	To encourage the continued attention and dedication of key individuals when considering strategic alternatives.
Retirement savings (401(k)) plans	To provide an opportunity for tax-efficient savings and long-term financial security.
Other elements of compensation and perquisites	To attract and retain talented executives in a cost-efficient manner by providing health, dental, disability and life insurance as well as other benefits with high perceived values at a relatively low cost to us.

Determination of Compensation Awards

The post-Combination executive compensation program is based on the existing programs at HHI, Metaldyne and Grede and the existing employment agreements for our executive officers, which were revised to reflect the impact of the Combination and changes to responsibilities, as well as to harmonize common elements of each of the senior executive’s employment arrangements, such as severance, change of control and other provisions. We did not use benchmarking or a compensation consultant to establish the terms of the revised employment agreements. We relied upon our judgment and general industry knowledge of management and our board of directors obtained through years of service with comparably sized companies in our industry to determine the terms of our executive compensation program, as well as the relative roles of the executives and any additional responsibilities to be undertaken by the executives.

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Compensation Committee

The compensation committee oversees our executive compensation program and determines the compensation of our executive officers, including our NEOs, and is charged with reviewing executive officer compensation policies and practices to ensure adherence to our compensation philosophies. In addition, the compensation committee is charged with ensuring that the total compensation paid to our executive officers is fair, reasonable and competitive, taking into account our position within our industry, including our comparative performance, and our NEOs’ level of expertise and experience in their positions. The compensation committee has primary responsible for (i) overseeing our executive compensation policies and practices; (ii) reviewing and determining the compensation of our executive officers (including our Chief Executive Officer and other NEOs), including (a) determining base salary and target bonus levels (representing the bonus that may be awarded expressed as a percentage of base salary or as a dollar amount for the year), (b) assessing the performance of the Chief Executive Officer and other NEOs for each applicable performance period, (c) determining the awards to be paid to our Chief Executive Officer and other NEOs under our annual performance-based compensation program for each year, and (d) making equity award grants under MPG’s 2014 Equity Incentive Plan (defined below); (iii) providing oversight of our compensation policies, plans and benefit programs including reviewing, approving and administering all compensation and employee benefit plans, policies and programs; and (iv) producing, approving and recommending to the board of directors for approval reports on compensation matters required to be included in MPG’s annual proxy statement or annual report.

In determining compensation levels for our NEOs, the compensation committee considers each NEO’s unique position and responsibility and relies upon the judgment and experience of its members, including their review of competitive compensation levels in our industry. We believe that executive officer base salaries should be competitive with the salaries of executive officers in similar positions and with similar responsibilities in our marketplace and adjusted for financial and operating performance, each executive’s level of experience, and each executive’s current and expected future contributions to our results. In this regard, each executive officer’s current and prior compensation is considered as a reference point against which determinations are made as to whether increases are appropriate to retain the NEO in light of competition or in order to provide continuing performance incentives.

Role of Chief Executive Officer

To aid the compensation committee in making its determinations, the Chief Executive Officer will provide recommendations at least annually to the compensation committee regarding the compensation of executive officers other than him. The performance of our executive officers, including the Chief Executive Officer, will be reviewed at least annually by the compensation committee to determine each executive officer’s compensation.

Use of Peer Group Data

In making compensation determinations in connection with the Combination, we did not use benchmarking or compensation consultants, directly compare compensation levels with any other companies or refer to any specific compensation survey or other data. The compensation committee may use compensation consultants and peer group data in making future compensation decisions, including studies on compensation structure and banding as well as our long-term incentive plan in comparison to our peers. Our compensation committee has established the following peer group with which we compete for talent to assist with external benchmarking, and to assist the committee in determining total compensation for executive officers:

Ametek	Allison Transmission	American Axle
BorgWarner	Briggs & Stratton	Brunswick Corp
Cooper Standard	Dana Holding	Delphi Automotive
ITT Corp	Linamar Corp	Snap-on Inc.
Terex Corp	Timken Co.	Titan International
TRW Automotive	Valmont Industries	WABCO Holdings

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Compensation Programs

The 2014 compensation for each of our NEOs was determined in accordance with the terms of their respective employment agreements or offer letter and was overseen by the respective compensation committees or boards of directors, as applicable, of HHI, Metaldyne and Grede. The compensation for Mr. Thanopoulos and Mr. Blaufuss in 2014 consisted of base salary, non-equity incentive plan compensation, equity compensation and other compensation (including, amongst other items, 401(k) savings plan match). The compensation for Mr. Amato in 2014 consisted of base salary, non-equity incentive plan compensation, equity compensation and other compensation (including, amongst other items a flexible allowance plan and 401(k) savings plan match). The compensation for Mr. Grimm in 2014 consisted of a base salary, non-equity compensation and other compensation (including, amongst other items, a flexible allowance plan, car allowance and 401(k) savings plan match). Each of the elements of the 2014 compensation for the NEOs is described below.

Base Salary

Each of our NEOs is party to an employment agreement that establishes a minimum base salary (as may be adjusted up but not down by our board of directors from time to time). Base salaries for our executive officers were generally set at levels deemed necessary to attract and retain individuals with superior talent, while taking into account the total compensation package provided to them in their employment agreements. Each year, base salaries will be adjusted, subject to the terms and conditions of their respective employment agreements, based upon the scope of responsibility and demonstrated proficiency of the executive officers as assessed by the compensation committee.

Each of HHI, Metaldyne and Grede paid base compensation commensurate with the position and responsibilities of the NEO. The applicable 2014 base salary for each of our NEOs was determined in accordance with their respective employment agreements and reviewed as part of the combination. The following table sets forth the 2014 base salaries for our NEOs.

Name	Principal Position	2014 Base Salary (1)
George Thanopoulos	Chief Executive Officer, and President & CEO of HHI	$	874,182	(2)
Mark Blaufuss	Chief Financial Officer and Treasurer	$	600,000	(3)
Thomas Amato	Co-President, and President & CEO of Metaldyne	$	750,000	(4)
Douglas Grimm	Co-President, and President & CEO of Grede	$	750,000	(5)

(1) Represents the base salary of our NEOs, as paid by HHI, Metaldyne or Grede, as applicable, in 2014.

(2) The base salary of Mr. Thanopoulos was $848,720 for the period from January 1, 2014 through June 30, 2014. It was increased to $874,182 effective as of July 1, 2014.

(3) The base salary of Mr. Blaufuss was $337,594 for the period from January 1, 2014 through June 30, 2014. It was increased to $600,000 effective as of July 1, 2014.

(4) The base salary of Mr. Amato was $533,820 for the period from January 1, 2014 through June 30, 2014. It was increased to $750,000 effective as of July 1, 2014.

(5) The base salary of Mr. Grimm was$590,000 for the period from January 1, 2014 through June 30, 2014. It was increased to $750,000 effective as of July 1, 2014.

2014 Performance-based Compensation

In 2014, each of HHI, Metaldyne and Grede had a performance-based compensation component to their executive compensation plan to link a portion of the executive officer’s compensation to the respective company’s performance and/or the individual’s performance. Set forth below is a description of performance-based compensation for each of the NEOs.

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In accordance with HHI’s performance-based compensation plan, HHI paid each of its executive officers an award based on HHI’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and various non-cash or one-time adjustments) and individual performance objectives. Each HHI executive officer was entitled to receive a target award based on a percentage of his or her base salary. 75% of the award was based on HHI’s adjusted EBITDA and 25% of the award was based on individual performance objectives. To receive an award, HHI’s adjusted EBITDA had to exceed 80% of budgeted adjusted EBITDA and/or the executive officer had to meet his or her individual performance objectives. To receive the target award, HHI had to meet or exceed its budgeted adjusted EBITDA, which was $186.9 million for 2014, and the executive officer had to meet his or her individual performance objectives. In the event HHI’s adjusted EBITDA exceeded budgeted adjusted EBITDA and individual performance objectives were met, an executive officer would be entitled to receive an award in excess of his or her target award. The target award for Mr. Thanopoulos was 100% of his base salary. Since HHI’s adjusted EBITDA was 104% of the pre-determined target and he met his individual objectives, Mr. Thanopoulos received a cash award in the amount of $1,032,819, which was equal to 118% of his target award.

In accordance with Metaldyne’s performance-based compensation plan, Metaldyne paid each of its executive officers an award based on Metaldyne’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and various non-cash or one-time adjustments) and Metaldyne’s operating cash flow generation (adjusted EBITDA less capital expenditures plus/minus the change in operating working capital). Each Metaldyne executive officer was entitled to receive a target award based on a percentage of his or her base salary. 50% of the award was based on Metaldyne’s adjusted EBITDA and 50% of the award was based on Metaldyne’s operating cash flow generation. To receive an award, Metaldyne had to achieve 90% of budgeted adjusted EBITDA and 90% of budgeted operating cash flow generation. To receive the target award, Metaldyne had to achieve 100% of both budgeted adjusted EBITDA and budgeted operating cash flow generation which were $195 million and $110.5 million, respectively, for 2014. In the event Metaldyne’s adjusted EBITDA and operating cash flow generation exceeded the budgeted amounts, an executive officer was entitled to receive an award in excess of the target award up to a maximum of 135% of the target award. The target awards for Mr. Blaufuss and Mr. Amato were 60% and 100% of their base salary, respectively. Since Metaldyne’s budgeted adjusted EBITDA and operating cash flow generation were, respectively, 104% and 116% of the pre-determined targets, Mr. Blaufuss and Mr. Amato received cash awards in the amounts of $396,000 and $825,000, respectively, in each case equal to 110% of the target award.

In accordance with Grede’s performance-based compensation plan, Grede paid each of its executive officers an award based on Grede’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and various non-cash or one-time adjustments), Grede’s adjusted free cash flow generation and individual performance objectives. Each executive officer was entitled to receive a target award based on a percentage of base salary with 50% of the award was based on Grede’s adjusted EBITDA, 25% of the award was based on Grede’s adjusted free cash flow generation and 25% of the award was based on individual performance objectives. To receive an award, Grede’s adjusted EBITDA had to exceed 80% of budgeted adjusted EBITDA. To receive the target award, Grede had to meet or exceed its budgeted adjusted EBITDA and adjusted free cash flow, which were $159.3 million and $118 million, respectively, for 2014, and the executive officer had to meet his or her individual performance objectives. In the event Grede’s adjusted EBITDA and adjusted free cash flow exceeded budgeted adjusted EBITDA and adjusted free cash flow and individual performance objectives were met, an executive officer would be entitled to receive an award in excess of his or her target award up to a maximum of 200% of base salary. The target award for Mr. Grimm was 110% of his base salary. Since Grede’s adjusted EBITDA and adjusted free cash flow were each 94% of the pre-determined targets and he met his individual objectives, Mr. Grimm received a cash award in the amount of $679,196, which was equal to 82% of his target award.

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2015 Performance-based Compensation

For 2015, the compensation committee structured our performance-based compensation program in a manner that was consistent with the existing programs to reward executive officers based on MPG performance and the performance of the individual executive directors relative to their individual performance objectives. This allows all executive officers to receive incentive bonus compensation in the event certain specified corporate performance measures are achieved.

Under the MPG performance-based compensation plan effective January 1, 2015, each of our executive officers will earn an award based on MPG Adjusted EBITDA, MPG Adjusted EBITDA less capital expenditures and individual performance objectives. Each NEO will be entitled to receive a target award based on a percentage of his base salary in which 50% of the award will be based on MPG Adjusted EBITDA, 25% of the award will be based on MPG Adjusted EBITDA less capital expenditures, and 25% of the award will be based on individual performance objectives. To receive an award, MPG Adjusted EBITDA has to meet or exceed 90% of budgeted Adjusted EBITDA. To receive the target award, we have to meet or exceed MPG budgeted Adjusted EBITDA and Adjusted EBITDA less capital expenditures, and the executive officer has to meet their individual performance objectives. In the event MPG Adjusted EBITDA and Adjusted EBITDA less capital expenditures exceed the budget amounts and the NEO’s meet their performance objectives, the executive officers would be entitled to receive an award in excess of their target award up to a maximum of 200% of their target award. The target awards for Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato and Mr. Grimm will be 100%, 60%, 100% and 110%, respectively, of their base salary.

Long-Term Equity Incentive Awards

We believe that equity ownership provides our NEOs with a strong incentive to increase our value and aligns the interests of our executive officers with the interests of our stockholders. While we do not have a formal policy requiring our officers and directors to own MPG stock, we may adopt one in the future. However, our NEOs, along with other key employees, were granted stock options and other equity awards at the time of the HHI Transaction, the Metaldyne Transaction and the Grede Transaction, as applicable, which were converted into options to purchase MPG common stock in the Combination. In addition, MPG granted additional options in connection with the Combination under MPG’s newly adopted equity incentive plan, which we refer to as the MPG 2014 Equity Incentive Plan. The MPG 2014 Equity Incentive Plan is discussed in more detail under “2014 Equity Incentive Plan” below. Our executive officers will be eligible to receive additional awards of stock options or other equity or equity-based awards under MPG 2014 Equity Incentive Plan at the discretion of the compensation committee, including, in 2015, grants of restricted shares of MPG common stock in an amount equal to $750,000 in the aggregate at the date of grant and options to purchase MPG common stock in an amount equal to $750,000 in the aggregate at the date of grant, each vesting over a three-year period from the date of grant. Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato, and Mr. Grimm were each party to a letter agreement entitling them to a grant of restricted shares of MPG common stock under the MPG 2014 Equity Incentive Plan, these awards were granted on December 11, 2014, the date of the pricing of the IPO, and vests 25% upon the first anniversary of the grant date and 75% upon the second anniversary of the grant date. Under the agreements, Mr. Thanopoulos, Mr. Amato, and Mr. Grimm were granted restricted stock with a fair market value of $2.0 million and Mr. Blaufuss was granted restricted stock with a fair market value of $1.25 million, in each case, based on the $15.00 offering price per share of MPG common stock.

Generally, MPG’s existing stock options have vesting schedules that are designed to encourage an optionee’s continued employment and option prices that are designed to reward an optionee for our performance. Options generally expire ten years from the date of the grant and vest in three to five equal annual installments following the date of grant, subject to the optionee’s continued employment on each applicable vesting date.

In connection with the Combination, MPG assumed the ASP MD Holdings, Inc. Stock Option Plan previously sponsored by Metaldyne (the “Metaldyne Plan”), the ASP HHI Holdings, Inc. Stock Option Plan, previously sponsored by HHI (the “HHI Plan”), and the ASP Grede Intermediate Holdings LLC 2014 Unit Option Plan, previously sponsored by Grede (the “Grede Plan” and, together with the Metaldyne Plan and the HHI Plan, the “Assumed Plans”), together with all stock options to purchase shares of common stock of Metaldyne or HHI and options to purchase units of Grede issued and outstanding under the Assumed Option Plans as of the time of the Combination, which options were converted in accordance with the terms of the Assumed Plans and the Merger Agreement into options to acquire shares of MPG common stock (the “Assumed Options”). Following MPG’s assumption of the Assumed Plans and the Assumed Options, MPG entered into new award agreements evidencing

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the Assumed Options which eliminated any performance-based vesting provisions and such options are now solely subject to time-vesting. Prior to the Combination, Mr. Thanopoulos held options to purchase 110,948 shares of common stock of HHI with a strike price of $27.61 which were converted to options under the HHI Plan (split adjusted) to purchase 926,870 shares of MPG common stock with a strike price of $3.31 which vested with respect to 20% of the shares subject to the option on each of December 6, 2013 and 2014 and shall vest in respect of another 20% on each of December 6, 2015, 2016 and 2017, subject to continued employment on such dates. Mr. Blaufuss held options to purchase 221,597 shares of common stock of Metaldyne with a strike price of $5.77 which were converted to options under the Metaldyne Plan (split adjusted) to purchase 237,095 shares of MPG common stock with a strike price of $5.40 which vested with respect to 20% of the shares subject to the option on February 19, 2014 and shall vest in respect of another 20% on each of February 19, 2015, 2016, 2017 and 2018, subject to continued employment on such dates. Mr. Amato held options to purchase 576,153 shares of common stock of Metaldyne with a strike price of $5.77 and 35,000 shares of common stock of Metaldyne with a strike price of $15.77 which were converted to options under the Metaldyne Plan (split adjusted) to purchase 616,450 shares of MPG common stock with a strike price of $5.40 and 37,445 shares of MPG common stock with a strike price of $14.75, both of which vested with respect to 20% of the shares subject to the options on February 19, 2014 and each of which shall vest in respect of another 20% on each of February 19, 2015, 2016, 2017 and 2018, subject to continued employment on such dates. Mr. Grimm held options to purchase 9,049 units of Grede with a strike price of $1,000 which were converted to options under the Grede Plan (split adjusted) to purchase 485,205 shares of MPG common stock with a strike price of $18.66 which vest with respect to 100% of the shares subject to the option on June 2, 2021, subject to continued employment.

In connection with the Combination, MPG adopted the MPG 2014 Equity Incentive Plan providing for the grant of options, restricted stock awards, restricted stock units, and other equity-based compensation awards. As a holder of options to acquire shares of common stock of HHI, Mr. Thanopoulos received an option granted under the MPG 2014 Equity Incentive Plan (split adjusted) to acquire 424,950 shares of MPG common stock at a strike price of $20, with respect to which 253,125 of the shares subject to option were fully vested upon grant and 171,825 of the shares subject to option, which shall be 20% vested upon grant and shall vest in respect of another 20% on each of December 6, 2014, 2015, 2016 and 2017, subject to continued employment on such dates. In addition, Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato and Mr. Grimm were also granted fully vested options under the MPG 2014 Equity Incentive Plan (split adjusted) to purchase 139,220, 3,935, 26,285 and 9,385 shares of MPG common stock, respectively, at an exercise price of $20 per share, which amounts were equal to 10% of the number of shares of MPG common stock owned by such individual. In addition, in connection with the Combination, Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato and Mr. Grimm were granted options under the MPG 2014 Equity Incentive Plan (split adjusted) to purchase 135,185, 23,710, 65,390 and 48,875 shares of MPG common stock, respectively, at an exercise price of $20 per share, which amounts were equal to 10% of the number of shares of MPG common stock held under option by such individual, which options vest one-third on each of August 4, 2015, 2016 and 2017.

All of the foregoing options received by Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato and Mr. Grimm provide for full vesting upon a “transaction” as defined in their individual award agreements and the Assumed Plans, subject to continued employment through consummation of the transaction. The definition of “transaction” under such agreements and plans generally means (i) the sale of all, or substantially all, of MPG’s consolidated assets, including, without limitation, a sale of all or substantially all of MPG’s assets or the assets of any of MPG’s subsidiaries whose assets constitute all or substantially all of MPG’s consolidated assets (or the sale of a majority of the outstanding shares of voting capital stock of any subsidiary or subsidiaries whose consolidated assets so constitute), in any single transaction or series of related transactions; (ii) the sale of shares of MPG common stock by American Securities or its affiliates, which results in American Securities and its affiliates not having the power to elect or appoint a majority of the members of the board of MPG; or (iii) any merger or consolidation of us with or into another corporation or entity unless, after giving effect to such merger or consolidation, the holders of MPG’s voting securities (on a fully-diluted basis immediately prior to the merger or consolidation), own voting securities (on a fully-diluted basis) of the surviving or resulting corporation or entity representing a majority of the outstanding voting power to elect directors of the surviving or resulting corporation or entity in substantially the same proportions that they held their shares prior to such merger. In addition, options granted to any employees under the MPG 2014 Equity Incentive Plan or the Assumed Plans are subject to full vesting upon a “transaction.” In addition, the Assumed Options received by Mr. Blaufuss and Mr. Amato provide that if an operating division of the Company or an affiliate is sold, MPG’s board of directors may, in its discretion, accelerate the vesting of some or all of such executive’s options if the executive’s employment is transferred in connection with such sale.

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Retirement Benefits

Each of HHI, Metaldyne and Grede offers their executive officers retirement benefits through 401(k) plans, which provide tax-efficient retirement savings. Each of HHI, Metaldyne and Grede matches a portion of the pre-tax dollar contributions of the executive officer up to a pre-set limit, subject to Internal Revenue Code of 1986, as amended (the “Code”) contribution limits. Matching contributions are immediately vested. In 2014, Mr. Thanopoulos, Mr. Blaufuss, Mr. Amato and Mr. Grimm received matching contributions of $6,120, $7,800, $6,697 and $5,200, respectively.

Perquisites and Other Compensation

We provide our executive officers, including our NEOs, with certain personal benefits and perquisites, which we do not consider to be a significant component of executive compensation but which we recognize are an important factor in attracting and retaining talented executives. Executive officers are eligible under the same plans as all other employees for medical, dental, disability and life insurance. We provide higher levels of long-term disability and life insurance coverages to our executive officers than is generally available to our non-executive employees. We provide these supplemental benefits to our executive officers due to the relatively low cost of such benefits and the value they provide in assisting us in attracting and retaining talented executives.

Each of Metaldyne and Grede also offers certain of its executive officers other compensation and perquisites in order to better enable the companies to attract and retain talented employees to key positions by providing additional benefits with high perceived values at relatively low cost to us. Metaldyne and Grede provided Mr. Amato and Mr. Grimm with a flexible allowance plan that provided reimbursement for certain designated items (including, amongst other items, supplemental life insurance, liability insurance, club membership, financial and estate planning and income tax preparation) as well as a tax gross up for certain reimbursements. Mr. Amato received $25,489 from Metaldyne under this program and Mr. Grimm received $43,483 executive flex and $9,450 for executive life from Grede under this program.

Employment Agreements and Severance Benefits

In connection with the Combination, MPG entered into new employment agreements with the NEOs. We have described the material terms of these agreements below. These employment agreements establish the terms and conditions of such NEO’s employment relationship with us. These agreements generally provide that such NEO receive a minimum base salary and be eligible to receive an annual bonus, but do not otherwise provide for annual salary or bonus increases or other compensation increases. In addition, these employment agreements provide for benefits upon termination of employment in certain circumstances.

MPG entered into an employment agreement with George Thanopoulos as of August 4, 2014. Mr. Thanopoulos’ contract period is valid through the earliest of (i) his resignation, (ii) his death or disability and (iii) his termination by us at any time for cause or without cause. The agreement provides that Mr. Thanopoulos will receive an initial annualized base salary of $874,182. MPG’s board of directors has discretion to increase (but not reduce) the base salary from time to time. The agreement also provides for an annual cash bonus with a target level of 100% of his base salary, as determined by MPG’s board of directors based on performance objectives established with respect to that particular year. Mr. Thanopoulos is eligible to participate in one or more of our equity incentive plans pursuant to the terms and conditions of such plans. If MPG terminates Mr. Thanopoulos’ employment at any time without cause (as defined in the agreement) or Mr. Thanopoulos resigns with good reason (as defined in the agreement), MPG must provide Mr. Thanopoulos with the following, subject to his execution of a release of claims and his continued compliance with the restrictive covenants set forth in his employment agreement: (a) an amount equal to his monthly base salary rate paid monthly for a period of 24 months (or 12 months if such termination occurs on or after August 28, 2015), (b) continued group medical coverage, paid for by the Company, for a period of

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24 months (or 12 months is such termination occurs on or after August 28, 2015), ceasing earlier if he ceases to be eligible for COBRA continuation coverage or obtains other employment that offers group health benefits, and (c) a pro rata portion of the annual bonus he otherwise would have received for the fiscal year in which he was terminated.

MPG entered into an employment agreement with Mark Blaufuss as of August 4, 2014. Mr. Blaufuss’ contract period is valid through the earliest of (i) his resignation, (ii) his death or disability and (iii) his termination by us at any time for cause or without cause. The agreement provides that Mr. Blaufuss will receive an initial annualized base salary of $600,000. MPG’s board of directors has discretion to increase (but not reduce) the base salary from time to time. The agreement also provides for an annual cash bonus with a target level of 60% of his base salary, as determined by MPG’s board of directors based on performance objectives established with respect to that particular year. Mr. Blaufuss is eligible to participate in one or more of MPG’s equity incentive plans pursuant to the terms and conditions of such plans. If MPG terminates Mr. Blaufuss’ employment at any time without cause (as defined in the agreement) or Mr. Blaufuss resigns with good reason (as defined in the agreement) MPG must provide Mr. Blaufuss with the following, subject to his execution of a release of claims and his continued compliance with the restrictive covenants set forth in his employment agreement: (a) an amount equal to his monthly base salary rate paid monthly for a period of 18 months, (b) continued group medical coverage for a period of 18 months at the same cost as he would have paid as an active participant in the Company’s group health plan, ceasing earlier if he ceases to be eligible for COBRA continuation coverage or obtains other employment that offers group health benefits, and (c) a pro rata portion of the annual bonus he otherwise would have received for the fiscal year in which he was terminated.

MPG entered into an employment agreement with Thomas Amato as of August 4, 2014. Mr. Amato’s contract period is valid through the earliest of (i) his resignation, (ii) his death or disability and (iii) his termination by us at any time for cause or without cause. The agreement provides that Mr. Amato will receive an initial annualized base salary of $750,000. MPG’s board of directors has discretion to increase (but not reduce) the base salary from time to time. The agreement also provides for an annual cash bonus with a target level of 100% of his base salary, as determined by MPG’s board of directors based on performance objectives established with respect to that particular year. Mr. Amato receives an executive flex spending allowance and is eligible to participate in one or more of MPG’s equity incentive plans pursuant to the terms and conditions of such plans. If MPG terminates Mr. Amato’s employment at any time without cause (as defined in the agreement), MPG must provide Mr. Amato with the following, subject to his execution of a release of claims and his continued compliance with the restrictive covenants set forth in his employment agreement: (a) an amount equal to his monthly base salary rate paid monthly for a period of 18 months, (b) continued group medical coverage for a period of 18 months at the same cost as he would have paid as an active participant in the Company’s group health plan, ceasing earlier if he ceases to be eligible for COBRA continuation coverage or obtains other employment that offers group health benefits, and (c) a pro rata portion of the annual bonus he otherwise would have received for the fiscal year in which he was terminated.

MPG entered into an employment agreement with Douglas Grimm as of August 4, 2014. Mr. Grimm’s contract period is valid through the earliest of (i) his resignation, (ii) his death or disability and (iii) his termination by us at any time for cause or without cause. The agreement provides that Mr. Grimm will receive an initial annualized base salary of $750,000. MPG’s board of directors has discretion to increase (but not reduce) the base salary from time to time. The agreement also provides for an annual cash bonus with a target level of 110% of his base salary, as determined by MPG’s board of directors based on performance objectives established with respect to that particular year. Mr. Grimm is provided with life insurance coverage carrying a death benefit at least equal to five times his annualized base salary, a cash automobile allowance of $850 per month and an annual perquisite allowance of $25,000, and is eligible to participate in one or more of MPG’s equity incentive plans, pursuant to the terms of such plans. If MPG terminates Mr. Grimm’s employment at any time without cause (as defined in the agreement) or Mr. Grimm resigns with good reason (as defined in the agreement), MPG must provide Mr. Grimm with the following, subject to his execution of a release of claims and his continued compliance with the restrictive covenants set forth in his employment agreement: (a) an amount, paid in equal monthly installments over the 18 months following his termination, equal to the sum of (1) a prorated portion of his target annual bonus for the year of termination based on the number of days that have elapsed during the year of termination, plus (2) 1.5 times the

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sum of his annualized base salary rate and his target annual bonus, (b) continued group medical coverage for a period of 18 months at the same cost as he would have paid as an active participant in the Company’s group health plan, ceasing earlier if he ceases to be eligible for COBRA continuation coverage or obtains other employment that offers group health benefits, and (c) outplacement services for a period of six months in an amount not to exceed $40,000 in the aggregate.

For purposes of each of the employment agreements with our NEOs, “cause” means that the executive officer has:

• continually failed to perform in a material manner or was materially negligent or committed willful misconduct in the performance of the executive’s duties to us or our subsidiaries for a period of 30 days after written notice was delivered to the executive by or on behalf of MPG’s board of directors specifying the manner in which the executive failed to perform (and which such failure or other performance default remains uncured after such time);

• materially breached any material provisions in any written agreement between the executive and MPG or one of its subsidiaries for a period of 30 days after written notice was delivered to the executive by or on behalf of MPG’s board of directors specifying the manner in which the executive breached (and which breach remains uncured after such time);

• developed or pursued interests materially adverse to us or any of our subsidiaries or willfully failed to observe any of MPG’s or any of its subsidiaries’ material written policies applicable to the executive for a period of 30 days after written notice was delivered to the executive by or on behalf of MPG’s board of directors specifying the manner in which the executive failed to observe (and which failure remains uncured after such time);

• materially breached any non-competition, non-solicitation, or confidentiality agreement or covenant with MPG or any applicable subsidiary;

• engaged in theft, embezzlement, fraud, or misappropriation of any of MPG’s or any of its subsidiaries’ property; or

• been convicted of or entered a guilty or no contest plea with respect to a felony (other than a vehicular felony or through vicarious liability not related to MPG or any of its affiliates) or a misdemeanor involving moral turpitude or fraud.

For purposes of each of the employment agreements with our NEOs, “good reason” means the executive’s resignation from employment with us as a result of one or more of the following reasons, provided, in each case, that the executive must deliver written notice of resignation to MPG within 30 days after the occurrence of any such event, and if MPG does not cure the breach within 30 days of receipt of such notice, the executive actually terminates his employment within 60 days following the expiration of such cure period:

• MPG reduces the amount of the executive officer’s base salary;

• MPG changes the executive officer’s titles or reduce the executive’s responsibilities materially inconsistent with the positions the executive then holds;

• MPG changes the executive officer’s place of work to a location more than 35 miles from the executive’s present place of work, other than any relocation to the current business headquarters of any of the Metaldyne, HHI, or Grede businesses, or to any location within five miles of any such headquarters; or

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• a successor to substantially all of MPG’s business and/or assets does not expressly assume and agree to perform such employment agreement and provide the executive with the same or comparable position, duties, base salary, target annual bonus and benefits under such agreement.

The options and restricted stock awards granted to each NEO fully vest upon a termination of employment with MPG by reason of death or “disability,” termination by MPG without “cause,” or such individual’s resignation for “good reason,” as those terms are defined in their individual award agreements.

Compensation Policies and Practices as They Relate to Risk Management

The compensation committee has evaluated the policies and practices of compensating our employees in light of the relevant factors, including the following:

• allocation of compensation between cash and equity awards and the focus on stock-based compensation, including options and stock awards generally vesting over a period of years, thereby mitigating against short-term risk taking;

• performance-based compensation is not based solely on our performance, but also requires achievement of individual performance objectives; and

• financial performance targets of our performance-based compensation plan are budgeted objectives that are reviewed and approved by MPG’s board of directors and/or its compensation committee.

Based on such evaluation, the compensation committee has determined that MPG policies and practices do not incentivize taking unnecessary or excessive risks and are not reasonably likely to have a material adverse effect on us.

IRS Code Section 162(m)

Section 162(m) of the Code generally disallows publicly held companies a tax deduction for compensation in excess of $1,000,000 paid to their chief executive officer and the three other most highly compensated executive officers (other than the chief financial officer) unless such compensation qualifies for an exemption for certain compensation that is based on performance. Section 162(m) of the Code provides transition relief for privately held companies that become publicly held, pursuant to which the foregoing deduction limit does not apply to any remuneration paid pursuant to compensation plans or agreements in existence during the period in which the corporation was not publicly held if, in connection with an initial public offering, the prospectus accompanying the initial public offering discloses information concerning those plans or agreements that satisfies all applicable securities laws then in effect. If the transition requirements are met in connection with an initial public offering, the transition relief continues until the earliest of (i) the expiration of the plan or agreement, (ii) the material modification of the plan or agreement, (iii) the issuance of all employer stock and other compensation that has been allocated under the plan, or (iv) the first meeting of the stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs. Our intent generally is to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our executive officers, and we believe that a substantial portion of our current executive compensation program will satisfy the requirements for exemption from the $1,000,000 deduction limitation, to the extent applicable. However, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. The Compensation Committee will monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable, performance based and consistent with our goals and the goals of our stockholders.

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Summary Compensation Table for 2014

The following table sets forth certain information with respect to the compensation paid to our NEOs during the years ended December 31, 2013 and 2014.

Name and Principal Position	Year		Salary ($)		Bonus ($) (5)		Stock Awards ($)(6)		Option Awards ($) (1)		Non-equity Incentive Plan Compensation ($) (7)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (8)		Total ($)
George Thanopoulos; Chief Executive Officer and President & CEO of HHI (2)		2014 2013		857,644 836,360		—		2,000,010		7,926,524		1,030,970 1,384,739		—		639,628 6,120		12,454,776 2,227,219
Mark Blaufuss; Chief Financial Officer (3)		2014 2013		468,797 328,343		—		1,250,010		327,054 1,247,593		396,000 224,821		—		7,800 7,650		2,449,661 1,808,407
Thomas Amato; Co-President and President & CEO of Metaldyne (3)		2014 2013		658,539 533,820		—		2,000,010		1,072,329 3,349,442		825,000 603,216		—		32,185 26,379		4,588,063 4,512,857
Douglas Grimm; Co-President and President & CEO of Grede (4)		2014 2013		670,004 590,000		—		2,000,010		6,830,930		679,196 976,246		—		68,333 58,932		10,248,473 1,625,178

(1) As required by SEC rules, amounts shown in the column “Option Awards” reflects the aggregate grant-date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Note 16 of the notes to the consolidated financial statements contained elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that may be realized by the NEOs. All option awards relate to shares of MPG common stock.

(2) Compensation paid by HHI. Does not include $2,485,775 received by Mr. Thanopoulos for the anti-dilution feature of his options related to the dividend paid by HHI during 2014.

(3) Compensation paid by Metaldyne.

(4) Compensation paid by Grede. Does not include $23,526,659 received by Mr. Grimm in recognition of the equity units he held related to the Grede Transaction.

(5) Does not include the value of 1,016 plan units granted to Mr. Grimm, that vested in 2013, under the Equity Based Compensation Plan previously maintained by Grede Holdings LLC, entitling Mr. Grimm to receive a cash payment in respect of such units in an amount determined as if such units were membership units of Grede Holdings LLC, in a change of control transaction. As of December 31, 2013, the liquidity event (a change of control) was considered not probable of occurring in accordance with ASC 718, Compensation—Stock Compensation.

(6) As required by SEC rules, the amounts shown in the column “stock awards” reflects the aggregate grant date fair value of restricted stock awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. The amounts represent our cumulative accounting expense over the vesting period and do not correspond to the actual values that may be realized by the NEO’s. All stock awards reflect stock of MPG.

(7) The amounts in column “Non-Equity Incentive Plan Compensation” reflects the 2014 plan year payout, to be paid in March 2015, as part of the previous HHI, Metaldyne, and Grede annual bonus plans.

(8) The components of the column “All Other Compensation” for 2014 are summarized in the following table.

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Name	401(k) Match ($)		Car Allowance ($)		Executive Flex Allowance ($)		Executive Life Insurance ($)		Other Compensation ($) (1)		Total ($)
George Thanopoulos		6,120		—		—		—		633,508		639,628
Mark Blaufuss		7,800		—		—		—		—		7,800
Thomas Amato		6,697		—		25,488		—		—		32,185
Douglas Grimm		5,200		10,200		43,483		9,450		—		68,333

(1) Represents a payment of $633,508 for recognition of dividends Mr. Thanopoulos would have received for shares purchased upon the March 2014 escrow release.

Grants of Plan-Based Awards for 2014

The following table sets forth certain information with respect to the grants of plan-based awards to our NEOs during the year ended December 31, 2014. All equity awards relate to the equity of MPG.

									All Other Stock		All Other Option				Grant
Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Awards: Number of Shares of Stock or		Awards: Number of Securities Underlying		Exercise or Base Price of Option		Date Fair Value of Stock and Option
			Threshold ($)		Target ($)		Maximum ($)		Units (#)		Options (#)		Awards ($/Sh)		Awards ($)(2)
George Thanopoulos		08/06/2014 08/06/2014 08/06/2014 08/06/2014 08/06/2014										253,125 171,825 136,540 2,680 135,185		20.00 20.00 20.00 20.00 20.00		2,793,994 1,978,737 1,507,129 29,582 1,617,083
		12/11/2014								133,334						2,000,010
		01/01/2014		437,091		874,182		—
Mark Blaufuss		08/06/2014 08/06/2014										3,935 23,710		20.00 20.00		43,435 283,619
		12/11/2014								83,334						1,250,010
		01/01/2014		180,000		360,000		486,000
Thomas Amato		08/06/2014 08/06/2014										26,285 65,390		20.00 20.00		290,134 782,195
		12/11/2014								133,334						2,000,010
		01/01/2014		375,000		750,000		1,012,500
Douglas Grimm		06/02/2014 08/06/2014 08/06/2014										485,205 9,385 48,875		18.66 20.00 20.00		6,142,695 103,592 584,643
		12/11/2014								133,334						2,000,010
		01/01/2014		416,254		832,509		1,665,018

(1) The amounts shown represent the threshold, target and maximum amounts payable as part of the HHI, Metaldyne, and Grede bonus plans, in which each NEO participated in 2014.

(2) As required by SEC rules, amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” present the aggregate grant-date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2013 under ASC 718, see the Notes to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that may be realized by the NEOs.

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Outstanding Equity Awards at December 31, 2014

The following table provides information regarding the equity awards held by the NEOs as of December 31, 2014. All equity awards relate to the equity of MPG.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (1)		Market Value of Shares or Units of Stock That Have Not Vested ($) (2)
George Thanopoulos		370,748 253,125 68,730 136,540 2,680 —		556,122 —   103,095 —   —   135,185		3.31 20.00 20.00 20.00 20.00 20.00		12/06/2022 08/06/2024 08/06/2024 08/06/2024 08/06/2024 08/06/2024		133,334		2,314,678
Mark Blaufuss		47,419 3,935 —		189,676 —   23,710		5.40 20.00 20.00		02/19/2023 08/06/2024 08/06/2024		83,334		1,446,678
Thomas Amato		123,290 7,489 26,285 —		493,160 29,956 —   65,390		5.40 14.75 20.00 20.00		02/19/2023 02/19/2023 08/06/2024 08/06/2024		133,334		2,314,678
Douglas Grimm		—   9,385 —		485,205 —   48,875		18.66 20.00 20.00		06/02/2024 08/06/2024 08/06/2024		133,334		2,314,678

(1) Refers to MPG Restricted Stock Awards, which vest 25% on the first anniversary of the grant date and 75% on the second anniversary of the grant date.

(2) Market Value is determined using the number of awards multiplied by $17.36, which was the closing price of MPG common stock on the New York Stock Exchange on December 31, 2014.

Options Exercised and Stock Vested during 2014

None of the NEOs exercised options or had any stock that vested during 2014.

Pension Benefits

Our NEOs did not participate in any defined benefit pension plan during 2014.

Nonqualified Deferred Compensation

In the year ended December 31, 2014, our NEOs received no nonqualified deferred compensation and had no deferred compensation benefits.

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Potential Payments upon Termination or Change in Control

The table below shows the estimated value transfer to each NEO upon termination of employment without a Change in Control or in connection with a Change in Control. The table below assumes that such termination occurred on December 31, 2014, when the closing price of MPG’s stock was $17.36 and payments are made under the employment agreements then in effect. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed below.

	Termination without Cause or for Good Reason without a Change in Control or within Two Years Following a Change in Control
Name	Severance Pay ($)		Benefits ($)		Accelerated Equity Vesting ($)		Total ($)
George Thanopoulos		2,779,334		38,871		10,128,192		12,946,397
Mark Blaufuss		1,296,000		18,000		3,715,203		5,029,203
Thomas Amato		1,950,000		18,000		8,291,057		10,259,057
Douglas Grimm		2,706,279		52,258		2,314,678		5,073,215

Director Compensation

The following table sets forth compensation received by our directors for their services as a director of the boards of HHI, Metaldyne, or MPG as applicable.

Name	Fees Earned or Paid in Cash ($)
Nick Bhambri (1)		70,833
Jeffrey Stafeil (1)		81,250
William Jackson (2)		70,833
Jack Smith (2)		70,833

(1) Compensation paid by HHI and MPG.

(2) Compensation paid by Metaldyne and MPG.

Director Compensation Policy

Following the Combination, each of MPG’s non-employee directors received annual cash compensation of $100,000 and will be granted restricted shares of MPG common stock in an amount equal to $50,000 at the date of grant that will vest over a three-year period from the grant date. Jeff Stafeil will receive an additional annual cash compensation of $25,000 for his services as the chairman of the audit committee. In addition, beginning January 1, 2015, MPG’s non-employee directors affiliated with American Securities will qualify for the same non-employee director compensation due to the IPO in 2014. As such, the cash compensation paid and restricted shares of MPG common stock granted for each of MPG’s non-employee directors that are affiliated with American Securities will be paid and granted, respectively, directly to American Securities and not to the director individually. Directors who are MPG employees will not receive any compensation for their service on MPG’s board of directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of the Issuer’s outstanding equity is held by MPG. The following table shows information as of March 12, 2015 regarding the beneficial ownership of MPG common stock by:

• each person or group who is known by us to own beneficially more than 5% of MPG common stock;

• each member of MPG’s board and each of its NEOs; and

• all members of MPG’s board and its executive officers as a group.

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of MPG common stock shown as beneficially owned by them. Percentage of beneficial ownership is based on 67,075,085 shares of MPG common stock outstanding and beneficial ownership as of March 12, 2015. Shares of MPG common stock subject to options currently exercisable or exercisable within 60 days are deemed to be outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Unless otherwise indicated, the address for each holder listed below is 47659 Halyard Drive, Plymouth, MI 48170-2429, c/o Metaldyne Performance Group Inc.

	Shares of common stock beneficially owned
Name of beneficial owner	Number of shares		Percentage of shares
5% stockholders:
ASP MD Investco LP (1)		52,681,147		78.5	%
Named executive officers and directors:
George Thanopoulos		2,224,018		3.3	%
Mark Blaufuss (2)		136,728		*
Thomas Amato (3)		541,863
Douglas Grimm		103,215		*
Nick Bhambri		22,705		*
Loren Easton		—		—
Michael Fisch		—		—
William Jackson		4,278		*
Kevin Penn		—		—
John Pearson Smith		4,278		*
Jeffrey Stafeil		9,340		*
All board of director members and executive officers as a group (11 persons)		3,046,425		4.6	%

* Less than 1%

(1) Based on Schedule 13G filed on February 17, 2015, as of December 31, 2014, ASP MD Investco LP, a Delaware limited partnership. American Securities Partners VI, L.P., American Securities Partners VI(B), L.P., American Securities Partners VI(C), L.P. and American Securities Partners VI(D), L.P. (collectively, the “Sponsors”), are collectively owners of more than 99% of the limited partnership interests of ASP MD Investco LP. The following persons may be deemed having voting or investment power with respect to shares of MPG common stock beneficially owned by ASP MD Investco LP: (i) David Horing and Michael G. Fisch, in their capacities as the managing members of American Securities Associates VI, LLC, the general partner of each of the Sponsors, and (ii) Michael G. Fisch, in his capacity as trustee of The Michael G. Fisch 2006 Revocable Trust, the manager of ASCP, LLC, the managing member of American Securities LLC, which in turn is (A) the provider of investment advisory services to each Sponsor and (B) the owner of 100% of the issued and outstanding shares of ASP Manager Corp., the general partner of ASP MD Investco LP. Such individuals disclaim beneficial ownership of the shares of common stock held by ASP MD Investco, LP, except to the extent of their pecuniary interests therein. The address for ASP MD Investco LP is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

(2) Does not include 1,550 shares of MPG common stock held in escrow in connection with the Metaldyne Transaction.

(3) Does not include 9,700 shares of MPG common stock held in escrow in connection with the Metaldyne Transaction.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries, and our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties.

Merger Agreement

Pursuant to the Merger Agreement, dated as of July 31, 2014 (the “Merger Agreement”), the Combination was consummated on August 4, 2014 whereby HHI, Metaldyne, and Grede became wholly owned subsidiaries of MPG. In connection with the Combination (except for treasury shares or treasury units and certain shares or units owned by American Securities, which were cancelled for no consideration), (i) each issued and outstanding unit of ASP Grede Intermediate Holdings LLC was converted into the right to receive 10.72363 shares of MPG common stock, (ii) each issued and outstanding share of common stock of ASP MD Holdings, Inc. was converted into the right to receive 0.21399 shares of MPG common stock, (iii) each issued and outstanding share of common stock of ASP HHI Holdings, Inc. was converted into the right to receive 1.67082 shares of MPG common stock, (iv) each outstanding option to purchase shares of ASP MD Holdings, Inc. was converted into an option to acquire a number of shares of MPG common stock , (v) each outstanding option to purchase shares of ASP HHI Holdings, Inc. was converted into an option to acquire a number of shares of MPG common stock and (vi) each outstanding option to purchase units of ASP Grede Intermediate Holdings LLC was converted into an option to acquire a number of shares of MPG common stock, in each case, in accordance with and subject to the terms and conditions of the Merger Agreement. In addition, following the Grede merger in the Combination, ASP Grede Holdings, LLC liquidated and distributed the shares of MPG common stock it received in the Combination to its former unit holder.

For more information regarding the Combination, see “Business—Company Organization and History.”

Stockholders’ Agreement

MPG entered into a Stockholders’ Agreement on August 4, 2014 (the “Stockholders’ Agreement”) that governs its relationship with its stockholders, and which prescribes the rights and restrictions of each stockholder party thereto. Upon completion of the IPO, the provisions in the Stockholders’ Agreement that provide for limitations on transfers (including, among others, the limitations on a minority investor transferring his or her shares, the right of first offer, tag-along rights, drag-along rights and participation rights) terminated. In addition, certain provisions that provide for purchase of minority shares of MPG common stock upon termination of employment of a minority investor also terminated at that time. All provisions in the Stockholders’ Agreement will terminate upon the sale of all or substantially all of the assets or equity interests in MPG to a third party, whether by merger, consolidation, sale of assets or securities, or otherwise.

The Stockholders’ Agreement provides demand registration rights to American Securities. In connection with any registration effected pursuant to the terms of the Stockholders’ Agreement, MPG is required to pay for all of the fees and expenses incurred in connection with such registration, including registration fees, filing fees, and printing fees. However, the underwriting discounts and selling commissions payable in respect of registrable securities included in any registration are to be paid by the persons including such registrable securities in any such registration on a pro rata basis. MPG has also agreed to indemnify the holders of registrable securities against all claims, losses, damages, and liabilities with respect to each registration effected pursuant to the Stockholders’ Agreement.

Management Consulting Agreements

Each of HHI, Metaldyne, and Grede entered into separate management consulting agreements (together, the “Management Consulting Agreements”) with American Securities in connection with the closing of the HHI Transaction, the Metaldyne Transaction and the Grede Transaction. Pursuant to the Management Consulting Agreements, American Securities provided management consulting services to HHI, Metaldyne and Grede.

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American Securities was also eligible to receive 1% of the value of certain corporate transactions for which they provide advisory services. The Management Consulting Agreements also included customary exculpation and indemnification provisions in favor of American Securities. The Management Consulting Agreements, and fees payable under those agreements, terminated on December 12, 2014 pursuant to their respective terms upon consummation of the IPO.

Pursuant to the Management Consulting Agreements, American Securities received the following fees and expenses:

	2014		2013		Successor Period 2012
	(In millions)
Management fees	$	5.1		4.0		0.5
Transaction fees		8.3		—		15.7
Expense reimbursements		1.4		0.5		0.1
Total	$	14.7		4.5		16.3

Employment Agreements

We have entered into employment agreements with each of George Thanopoulos, Thomas Amato, Douglas Grimm, and Mark Blaufuss. For more information regarding these agreements, see “Executive Compensation.”

Indemnification Agreements

MPG entered into indemnification agreements with our current directors and NEOs and expects to enter in a similar agreement with any new directors or executive officers.

Policies for Approval of Related Person Transactions

We have adopted a written policy relating to the approval of related person transactions. Our audit committee will review and approve or ratify all relationships and related person transactions between us and (i) our directors, director nominees, executive officers, (ii) any 5% record or beneficial owner of MPG common stock or (iii) any immediate family member of any person specified in (i) and (ii) above. Our General Counsel will be primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related party transactions and for determining, based on the facts and circumstances, whether we or a related person have a direct or indirect material interest in the transaction.

As set forth in the related person transaction policy, in the course of its review and approval or ratification of a related party transaction, the committee will consider:

• the nature of the related person’s interest in the transaction;

• the availability of other sources of comparable products or services;

• the material terms of the transaction, including, without limitation, the amount and type of transaction; and

• the importance of the transaction to us.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the audit committee will provide all material information concerning the transaction to the audit committee.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facilities

General

On October 20, 2014, we entered into the Senior Credit Facilities with Goldman Sachs Bank USA, as administrative agent and Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., KeyBank National Association, Morgan Stanley Senior Funding, Inc., Nomura Securities International, Inc., Royal Bank of Canada and RBC Capital Markets, as joint lead arrangers and joint bookrunners, in aggregate principal amount of $1,600.0 million. The Senior Credit Facilities provide for (1) a seven-year $1,350.0 million Term Loan Facility and (2) a five-year $250.0 million Revolving Credit Facility, with a sublimit for the issuance of letters of credit.

The Senior Credit Facilities permit us to add one or more credit facilities and/or increase the commitments under the Senior Credit Facility, up to an aggregate principal amount of $550.0 million, plus additional amounts subject to pro forma compliance with certain leverage ratio tests and subject to certain other conditions being satisfied. In the event that the interest rate margins for any such incremental term facility are more than 0.50% per annum greater than the interest rate margin applicable to the initial term loans, such rate applicable to the initial term loans shall be increased to the extent necessary so that the interest rate margins applicable to the initial term loans are equal to the interest rate margins for such incremental term facility minus 0.50% per annum.

Availability of the Revolving Credit Facility is subject to the accuracy of the representations and warranties in the Senior Credit Facilities, in all material respects, on and as of the applicable borrowing date (subject to certain qualifications) and the absence of a default or event of default under the Senior Credit Facilities.

Interest Rates and Fees

The Senior Credit Facility is denominated in U.S. dollars, with the term loans thereunder borrowed in U.S. dollars and the revolving loans thereunder available to be borrowed in U.S. dollars, Canadian Dollars, Euros and Sterling and each other currency that is approved by the lenders in accordance with the Senior Credit Facility.

The term loans initially bear interest at a rate per annum equal to a LIBOR rate plus an applicable margin of 3.50%, which applicable margin shall be subject to a step down after the consummation of this offering, provided that the LIBOR rate shall not be less than 1.00% per annum. The issue price of the term loans under the Term Loan Facility was 99.5% of the aggregate principal amount thereof.

The revolving loans initially bear interest at a rate per annum equal to a LIBOR rate plus an applicable margin of 3.50%, which applicable margin shall be subject to (i) step downs based on a leverage ratio and (ii) a step down after the consummation of this offering.

The LIBOR rate is determined under the Senior Credit Facilities in a customary manner.

A default rate of applicable margin plus 2.00% per annum will be payable on demand on amounts unpaid and overdue.

A fee will be payable to the administrative agent for the benefit of the revolving lenders on all outstanding letters of credit at a rate per annum equal to the applicable margin then in effect with respect to revolving loans borrowed at the LIBOR rate. A customary fronting fee not to exceed 0.20% per annum will also be payable to the issuer of any letter of credit.

The Revolving Credit Facility includes a commitment fee of 0.50% per annum, which accrues on the unused portion of the commitments and is payable quarterly in arrears, subject to a step down based on a leverage ratio.

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Prepayments

The revolving loans under the Senior Credit Facilities will be prepayable at any time without premium or penalty. The term loans under the Senior Credit Facilities will be prepayable at any time subject to a 1.00% premium on amounts prepaid with the proceeds of other indebtedness with a lower effective yield (which premium is also payable in connection with any amendment to reduce the effective yield applicable to the term loans under the Senior Credit Facilities) at any time prior to the 6 month anniversary after the closing date of the Senior Credit Facilities, with certain exceptions.

The term loans will be subject to mandatory prepayment with the net cash proceeds of asset sales or casualty events and, commencing with the fiscal year ending on or about December 31, 2015, excess cash flow (calculated in a customary manner), in each case subject to certain exceptions, including in the case of asset sales and casualty events, the right to invest such proceeds.

Security and Guarantees

Our obligations under the Senior Credit Facilities, subject to certain exceptions, are guaranteed on a senior secured basis by us and certain of our direct and indirect existing and future domestic subsidiaries.

The obligations and guaranties under the Senior Credit Facility will be secured, subject to certain exceptions, by a first priority security interest in substantially all of our and the guarantors’ tangible and intangible properties and assets.

Ranking

The payment of the principal of, premium, if any, and interest, if any, under the Senior Credit Facilities are our and the guarantors’ senior obligations and will rank pari passu in right of payment to all of our and such guarantors’ other senior indebtedness.

Covenants

The Senior Credit Facilities contain customary negative covenants for transactions of that type and also include a maximum first lien leverage ratio which will be tested quarterly on a consolidated basis if the outstanding amounts under the revolving facility exceed a specified threshold. The Senior Credit Facilities also contain customary affirmative covenants for transactions of that type.

Events of Default

The Senior Credit Facilities contain events of default usual and customary for facilities of that type, including non-payment of principal, interest, fees or other amounts, violation of covenants, material inaccuracy of representations and warranties, cross-default to material indebtedness, certain events of bankruptcy and insolvency, material judgments, a change in control and invalidity of liens or guarantees or any collateral document, in each case subject to threshold amounts and grace periods.

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DESCRIPTION OF EXCHANGE NOTES

General

Certain terms used in this description are defined under the subheading “—Certain Definitions.” In this description, (i) the terms “we,” “our” and “us” each refer to MPG Holdco I Inc. and its consolidated Subsidiaries, (ii) the term “Company” refers only to MPG Holdco I Inc. and not any of its Subsidiaries and (iii) the term “Holdings” refers to Metaldyne Performance Group Inc., the direct parent of the Company, and not any of its Subsidiaries.

The Company issued $600,000,000 in aggregate principal amount of 7.375% senior notes due 2022 (the “Original Notes”) under an indenture dated October 20, 2014 (the “Indenture”) among the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. In this section we refer to the exchange notes together with the original notes as the “Notes.” The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to specific provisions of the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions thereof, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as a Holder of the Notes. You may request copies of the Indenture at our address set forth under the heading “Summary—Corporate Information.”

Exchange Notes versus Original Notes

The terms of the exchange notes are substantially identical to the original notes except that the exchange notes will be registered under the Securities Act and will be free of any covenants regarding exchange registration rights.

Brief Description of Notes

The Notes will mature on October 15, 2022.

The Notes will be:

• senior unsecured obligations of the Company;

• pari passu in right of payment to all existing and future senior indebtedness of the Company;

• effectively subordinated to all Secured Indebtedness of the Company (including its obligations under the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness; and

• senior in right of payment to all Subordinated Indebtedness of the Company.

Guarantees

Holdings and all of our current and future domestic Wholly-Owned Subsidiaries that guarantee the Senior Credit Facilities will guarantee the Notes, subject to the terms of the release provisions of their guarantees.

Each of the Guarantees of the Notes will be a general unsecured obligation of each Guarantor and will be pari passu in right of payment with all senior indebtedness of each such entity, will be effectively subordinated to all Secured Indebtedness (including its obligations under the Senior Credit Facilities) of each such entity to the extent of the value of the assets securing such Indebtedness and will be senior in right of payment to all Subordinated Indebtedness of each such entity. The Notes and Guarantees will be structurally subordinated to Indebtedness of Subsidiaries of the Company or the Guarantors, as applicable, that do not Guarantee the Notes.

Not all of the Company’s Subsidiaries will Guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company.

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The obligations of each Guarantor (other than a company that is a direct or indirect parent of the Company) under its Guarantee will be limited to the extent enforceable as necessary to prevent such Guarantee from constituting a fraudulent conveyance or transfer under applicable law or case law (including legal restrictions to make distributions or to provide other benefits to direct or indirect stockholders) or as necessary to recognize certain defenses generally available to guarantors, including voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to our Indebtedness and the Notes—Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantee of the notes by certain of our subsidiaries, and to require holders to return payments received from us.”

Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

The Indenture provides that each Subsidiary Guarantor may consolidate with, amalgamate or merge with or into or sell all or substantially all of its assets to the Company or another Subsidiary Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.”

A Guarantee by a Subsidiary Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(1) (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with the Indenture;

(b) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under “—Certain Covenants—Future Subsidiary Guarantors,” the release, discharge or termination of the guarantee by such Subsidiary Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee;

(c) the release or discharge of the guarantee by, or the direct obligation of, such Subsidiary Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation;

(d) the permitted designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under “—Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary”;

(e) the consolidation or merger of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor;

(f) the Company exercising its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the Company’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; or

(g) the occurrence of a Covenant Suspension Event; and

(2) if the Company requests the Trustee to acknowledge such release, the Company delivering to the Trustee an Officer’s Certificate of such Guarantor or the Company and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

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The Guarantee by Holdings is being provided solely for the purpose of allowing the Company to satisfy its reporting obligations under the Indenture governing the Notes by furnishing financial information relating to Holdings instead of the Company. Holdings will not be subject to the restrictive covenants in the Indenture and you should not assign any value to such Guarantee.

Ranking

The payment of the principal of, premium, if any, and interest, if any, on the Notes and the payment of any Guarantee will rank pari passu in right of payment to all senior indebtedness of the Company or the relevant Guarantor, as the case may be, including the obligations of the Company and such Guarantor under the Senior Credit Facilities.

The Notes will be effectively subordinated to all of the Company’s and each Guarantor’s existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of December 31, 2014, the Company had $1,961.8 million of indebtedness outstanding, including the Notes offered hereby and $1,340.0 million under its Term Loan Facility which would have ranked effectively senior to the Notes. In addition, as of the same date, the Company had approximately $234.4 million of availability under its revolving credit facility (excluding $15.6 million of letters of credit outstanding).

The Notes will be structurally subordinated to existing and future indebtedness and other guarantees of our Subsidiaries that do not guarantee the Notes, to the extent of the assets of those Subsidiaries.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and its Restricted Subsidiaries may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be senior secured indebtedness or structurally senior indebtedness. See “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Notes

The Company will maintain one or more paying agents for the Notes. The initial paying agent for the Notes will be the Trustee.

The Company will also maintain a registrar for the Notes. The initial registrar will be the Trustee. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfers of Notes on behalf of the Company.

The Company may change the paying agents or the registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before the sending of a notice of redemption.

Principal, Maturity and Interest

The Company will initially issue $600,000,000 in aggregate principal amount of Notes. The Company may issue additional Notes under the Indenture from time to time after this offering subject to compliance with the covenant described below under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Additional Notes”). The Notes offered hereby and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of Exchange Notes” include any Additional Notes.

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Interest on the Notes accrue at the rate of 7.375% per annum and be payable in cash. Interest on the Notes will be payable semi-annually in arrears on each April 15 and October 15, commencing on April 15, 2015. The Company will make each interest payment to the Holders of record of the Notes at the close of business on the immediately preceding April 1 and October 1. Interest on the Notes accrue from the most recent date to which interest has been paid with respect to such Notes, or if no interest has been paid with respect to such Notes, from the date of original issuance thereof. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes will mature on October 15, 2022 and will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made through the paying agent by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption

Except as set forth below, the Company will not be entitled to redeem Notes at its option prior to October 15, 2017.

At any time prior to October 15, 2017, the Company may redeem all or a part of the Notes, at its option, at any time or from time to time, upon notice as described under the heading “—Selection and Notice,” at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.

On and after October 15, 2017, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, upon notice as described under the heading “—Selection and Notice,” at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated below:

Year	Percentage
2017		105.531	%
2018		103.688	%
2019		101.844	%
2020 and thereafter		100.000	%

In addition, until October 15, 2017, the Company may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of any Additional Notes) at a redemption price equal to 107.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering upon not less than 30 nor more than 60 days’ notice sent to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.

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Notice of any redemption of Notes described above may be given prior to such redemption, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the relevant Equity Offering, other offering or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

The Trustee shall select the Notes to be redeemed in the manner described under “—Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The Indenture will provide that, if a Change of Control occurs after the Issue Date, unless the Company has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under “Optional Redemption,” the Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date. Prior to 30 days following any Change of Control, the Company will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the registered address of such Holder or otherwise electronically in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders—Change of Control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control;

(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(7) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and

(8) the other instructions, as determined by the Company, consistent with the covenant described hereunder, that a Holder must follow.

Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Company of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Company will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.

The Senior Credit Facilities will prohibit or limit, and future credit agreements or other agreements to which the Company becomes a party may prohibit or limit, the Company from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing the Notes, the Company could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements.

The Senior Credit Facilities will provide, and future credit agreements or other agreements relating to senior indebtedness to which the Company becomes a party may provide, that certain change of control events with respect to the Company would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default thereunder, we could seek a waiver of such default or seek to refinance such Indebtedness. In the event we do not obtain such a waiver or refinance such Indebtedness, such default could result in amounts outstanding under such Indebtedness being declared due and payable.

Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to our Indebtedness and the Notes—We may not be able to fulfill our repurchase obligations with respect to the notes upon a change of control.”

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Certain Covenants—Liens.” Such restrictions in the

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Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and we, or any third party making a Change of Control Offer in lieu of us as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, we or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all” under New York law, which governs the Indenture, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset Sales

The Indenture will provide that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value as determined in good faith by the Company (such fair market value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities, notes or other obligations or assets received by the Company or any Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale, and

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(c) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 1.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to repay:

(a) Obligations under the Senior Credit Facilities and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto;

(b) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Indenture, and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto;

(c) Obligations under other Indebtedness (other than Subordinated Indebtedness) (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto), provided that the Company shall equally and ratably reduce Obligations under the Notes as provided under “—Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company or another Restricted Subsidiary;

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other properties or assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business;

(3) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or other assets that are the subject of such Asset Sale; or

(4) any combination of the foregoing;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds (as defined below).

Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (1) above, will be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to all Holders and, at the option of the Company, to any

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holders of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”) (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, or 100% of the accreted value thereof, if less, plus accrued and unpaid interest, if any, (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $25.0 million by sending the notice required pursuant to the terms of the Indenture, with a copy to the Trustee, or otherwise in accordance with the procedures of DTC.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in the Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described under “—Selection and Notice” below. Selection of such Pari Passu Indebtedness will be made pursuant to the terms of such Pari Passu Indebtedness. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities will prohibit or limit, and future credit agreements or other agreements to which the Company becomes a party may prohibit or limit, the Company from purchasing any Notes pursuant to this Asset Sales covenant. In the event the Company is prohibited from purchasing the Notes, the Company could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, likely constitute a default under such other agreements.

Selection and Notice

If the Company is redeeming less than all of the Notes issued by it at any time, selection of the Notes for redemption will be made in accordance with the procedures of DTC or, if the Notes are not then on deposit with DTC, the Trustee will select the Notes to be redeemed by lot or by such other method as the Trustee shall deem fair and appropriate; provided that no Notes of $2,000, and integral multiples of $1,000 in excess thereof, or less shall be redeemed in part.

Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the date of purchase or Redemption Date to each Holder of record of Notes at such Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, except that redemption notices may be mailed (or otherwise delivered in accordance with the procedures of DTC) more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

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The Company will issue a new Note in a principal amount equal to the unredeemed portion of the Note called for redemption or tendered for purchase in the name of the Holder upon cancellation of the redeemed or purchased Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants that will be contained in the Indenture.

Covenant Suspension

If on any date following the Issue Date (i) the Notes have an Investment Grade Rating from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below) (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the covenants specifically listed under the following captions in this “Description of Exchange Notes” (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”) will not be applicable to the Notes:

(1) “Repurchase at the Option of Holders—Asset Sales”;

(2) “—Limitation on Restricted Payments”;

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(5) “—Transactions with Affiliates”;

(6) “—Dividend and other Payment Restrictions Affecting Restricted Subsidiaries”; and

(7) “—Future Subsidiary Guarantors”;

During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition “Unrestricted Subsidiaries.”

If and while the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called a “Suspension Period.”

On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect prior to, but not during, the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Company or its Restricted Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period (and not in contemplation of the Reversion Date) so long as such contract and such consummation would have been permitted during such Suspension Period.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

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For purposes of the “—Dividend and other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries” covenant, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of that covenant entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (a) under “—Dividend and other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries.”

For purposes of the “—Transactions with Affiliates” covenant, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause (6) under “—Transactions with Affiliates.” Within 10 days following the Reversion Date any Guarantees released solely upon the related Covenant Suspension Event shall be reinstated and the Company must comply with the terms of the covenant under “—Future Subsidiary Guarantors.”

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

The Company shall deliver to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Suspension Period. The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.

Financial Calculations for Limited Condition Acquisitions

When calculating the availability under any basket or ratio under the Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under the Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, then any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under the Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition.

Limitation on Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any other payment or any distribution on account of the Company’s, or any of its Restricted Subsidiaries’ Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation, in each case held by Persons other than the Company or a Restricted Subsidiary;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Company or a Subsidiary Guarantor, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(b) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (6)(c) and (9) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning on the first day of the fiscal quarter of the Company subsequent to which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by the Company since the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,”) from the issue or sale of:

(i) (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of Equity Interests to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries since the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(B) to the extent such net cash proceeds or other property are actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt of the Company or any Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the Company or its direct or indirect parent companies;

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provided, however, that this clause (b) shall not include the proceeds from (V) Designated Preferred Stock, (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) contributed to the capital of the Company following the Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” (ii) by a Restricted Subsidiary, (iii) Designated Preferred Stock, (iv) Refunding Capital Stock, (iv) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (v) any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by means of:

(i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries, repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances, releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, return of capital, income, profits and other amounts realized as a return or Investment from any Restricted Investment by the Company or its Restricted Subsidiaries, in each case since the Issue Date (other than in each case to the extent the Restricted Investment was made pursuant to clause (7) or, in the case of a Restricted Investment in an Unrestricted Subsidiary, clause (11) of the next succeeding paragraph); or

(ii) the sale or other distribution (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) or, in the case of a Restricted Investment in an Unrestricted Subsidiary, clause (11) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary since the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment of the Company or the Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation or at the time of such merger, amalgamation, consolidation or transfer of assets (or the assets transferred or conveyed, as applicable), as determined by the Company in good faith or, if such fair market value may exceed $50.0 million, by the board of directors of the Company, a copy of the resolution of which with respect thereto will be delivered to the Trustee at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) or, in the case of a Restricted Investment in an Unrestricted Subsidiary, clause (11) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or distribution such dividend, distribution or redemption payment would have complied with the provisions of the Indenture (assuming, in the case of a redemption payment, the giving of the notice would have been deemed a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time);

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(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company, any direct or indirect parent of the Company or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent any such proceeds are contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of accrued dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of any Refunding Capital Stock and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the principal payment on, redemption, repurchase, defeasance, exchange or other acquisition or retirement of (x) Subordinated Indebtedness of the Company or a Guarantor made by exchange for, or out of the proceeds of, the substantially concurrent sale of, new Indebtedness of the Company or a Guarantor, as the case may be, or (y) Disqualified Stock of the Company or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company or a Guarantor, that, in each case, is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired, any tender premiums, plus any defeasance costs, accrued interest and any fees and expenses (including original issue discount, upfront or similar fees) incurred in connection therewith;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value;

(c) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired; and

(d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity at the time incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement (and including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent company in connection with any such repurchase, retirement or other acquisition and any tax related thereto); provided, however, that the aggregate amounts made under this clause (4) do not exceed $25.0 million in any calendar year (which shall increase to $50.0 million

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subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent company of the Company) with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus, in respect of any sale of Equity Interests in connection with an exercise of stock options, an amount equal to the amount required to be withheld by the Company or any of its direct or indirect parent companies in connection with such exercise under applicable law to the extent such amount is repaid to the Company or its direct or indirect parent company, as applicable, constituted a Restricted Payment and has not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries or any of its direct or indirect parent companies after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to employees, officers, directors, members of management, consultants of the Company, any of its Subsidiaries or any of its direct or indirect companies that are foregone in return for receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a), (b) and (c) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of the Company direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued or incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company or any of its Restricted Subsidiaries after the Issue Date;

(b) the declaration and payment of dividends or distributions to a direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that (i)for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (ii) the aggregate amount of dividends paid pursuant to subclauses (a) and (b) of this clause (6) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

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(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed the sum of (a) the greater of (x) $75.0 million and (y) 2.5% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (b) any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, however, that if any Investment pursuant to this clause (7) is made in any Person that is not the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (7) for so long as such Person continues to be the Company or a Restricted Subsidiary;

(8) redemptions, repurchases, retirements or other acquisitions of Equity Interests deemed to occur (a) upon exercise of stock options or warrants or other securities convertible into or exchangeable for Equity Interests if such Equity Interests represent all or a portion of the exercise price of such options or warrants or other securities convertible into or exchangeable for Equity Interests and (b) in connection with the withholding portion of the Equity Interests granted or awarded to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company or any of its Subsidiaries to pay for the taxes payable by such Persons upon such grant or award;

(9) declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following any public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of the greater of (x) up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any public offering, other than public offerings with respect to the Company’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution and (y) $30.0 million in any calendar year;

(10) Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Issue Date;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) that are at the time outstanding not to exceed the greater of (x) $100.0 million and (y) 3.0% of Consolidated Total Assets;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions (including, the repayment of the existing senior secured credit facilities and, after the Closing Date, to pay any Transaction Expenses) and the fees and expenses related thereto or owed to Affiliates (including dividends to any direct or indirect parent company to permit payment by such parent of such amount and payments under the Management Consulting Agreements), in each case with respect to any Restricted Payment to or owed to an Affiliate, to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

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(15) the declaration and payment of dividends or distributions by the Company or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parent companies in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise and similar taxes and other fees and expenses required to maintain their corporate existence of or the qualification to do business;

(b) customary wages, salary, bonus, severance and other benefits payable to, and indemnitees provided on behalf of, current or former officers, directors, employees, members of management, consultants and/or independent contractors of any direct or indirect parent company of the Company and any payroll, social security or similar taxes thereof to the extent such wages, salaries, bonuses, severance, indemnification, obligations and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(c) interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any Restricted Subsidiary and that has been guaranteed by, or is otherwise, considered Indebtedness of, the Company incurred in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock”;

(d) general corporate operating, legal and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(e) audit and other accounting and reporting expenses at such direct or indirect parent company to the extent relating to the ownership or operations of the Company and/ or its Restricted Subsidiaries;

(f)(i) fees and expenses other than to Affiliates of the Company related to any equity or debt offering of such parent company (whether or not successful) and (ii) Public Company Costs;

(g)(i) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent and (ii) consisting of payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Company, any Restricted Subsidiary or any direct or indirect parent company or any of their respective immediate family members;

(h) payments permitted under clauses (3), (4), (7) or (10) of the covenant described under “—Transactions with Affiliates”; and

(i) payments to finance any Investment permitted to be made pursuant to this covenant; provided that (i) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, such parent shall, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the Company or a Restricted Subsidiary or (B) the merger, consolidation or amalgamation to the extent permitted pursuant to the covenant described below under “—Merger, Consolidation or Sale of All or Substantially All Assets” of the Person formed or acquired into the Company or a Restricted Subsidiary in order to consummate such acquisition or Investment in a manner that causes such Investment to be a Permitted Investment, (ii) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (iii) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3)(c) of the preceding paragraph and (iv) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of “Permitted Investments”;

(16) the distribution, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents) or the proceeds thereof;

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(17) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company, any of its Restricted Subsidiaries or any direct or indirect parent company of the Company;

(18) any Restricted Payment if immediately after giving pro forma effect thereto and the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not have exceeded 2.00:1.00;

(19) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(20) payments to Holdings that are used by Holdings to pay taxes attributable to the Company and its Subsidiaries; and

(21) payments or distributions in an amount equal to the net cash proceeds received by the Company or any Restricted Subsidiary in connection with the Radford Sale in an aggregate amount not to exceed $10.0 million.

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

In determining whether any Restricted Payment is permitted by this covenant, the Company and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses (1) through (21) of the immediately preceding paragraph or among such categories and the types of Restricted Payments described in the first paragraph of this covenant (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of this covenant and provided further that the Company and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with this covenant (based on circumstances existing at the time of such reclassification), and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this covenant to which such Restricted Payment or Permitted Investment has been reclassified.

As of the Issue Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, whether pursuant to the first paragraph of this section or clauses (7), (10), (11) or (18) of the second paragraph of this section or pursuant to the definition of Permitted Investment and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net

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proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by non-Guarantor Subsidiaries shall not exceed the greater of (x) $75.0 million and (y) 2.5% of Consolidated Total Assets, at any one time outstanding, on a pro forma basis (including pro forma application of the proceeds therefrom).

The foregoing limitations will not apply to:

(1) Indebtedness incurred pursuant to Credit Facilities (and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof)) by the Company or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) and then outstanding does not exceed $2,150.0 million;

(2) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and any exchange notes and the related Guarantees to be issued pursuant to the Registration Rights Agreement;

(3) Indebtedness of the Company and its Restricted Subsidiaries in existence, or pursuant to commitments existing, on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4)(i) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock issued by the Company or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, replacement or improvement of property (real or personal) or equipment, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (ii) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (4); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (i) and (ii) of this clause (4) does not exceed the greater of (x) $90.0 million and (y) 3.0% of Consolidated Total Assets at any one time outstanding;

(5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments supporting trade payables, bankers acceptances, warehouse receipts or similar facilities issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance (including premiums related thereto) or other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;

(6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with an acquisition or disposition of any business or assets or Subsidiary in accordance with the terms of the Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business or assets or Subsidiary for the purpose of financing such acquisition and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Company or any Restricted Subsidiary pursuant to any such agreement;

(7) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

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(8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10)(x) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk, and (y) Indebtedness in respect of any Bank Products or Cash Management Services provided by any lender party to any Senior Credit Facilities or any affiliate of such lender (or any Person that was a lender or an affiliate of a lender at the time the applicable agreement pursuant to which such Bank Products or Cash Management Services are provided was entered into) in the ordinary course of business;

(11) obligations (including reimbursement obligations with respect to guaranties, letters of credit, bank guarantees or other similar instruments) in respect of tenders, statutory obligations, leases, governmental contracts, trade contracts, stay, performance, bid, customs, appeal and surety bonds and performance and/or return of money bonds and completion guarantees or other obligations of a like nature provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or industry practices;

(12)(a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12)(b), does not at any one time outstanding exceed the greater of (x) $125.0 million and (y) 4.0% of Consolidated Total Assets (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (12(b)) shall cease to be deemed incurred, issued or outstanding for purposes of this clause (12)(b) but shall be deemed incurred or issued for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b));

(13) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or issuance of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness incurred (including any existing commitments unutilized thereunder) or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (2), (3) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance or renew such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay accrued interest and dividends, premiums (including tender premiums), defeasance costs and fees and expenses (including original issue discount, upfront fees or similar fees) in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

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(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred or issued which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness),

(b) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated to or pari passu with the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or the Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

provided further that subclause (a) of this clause (13) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Indebtedness outstanding under a Senior Credit Facility;

(14)(x) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition, merger, consolidation or amalgamation or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into or amalgamated or consolidated with or into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture or that is assumed by the Company or any Restricted Subsidiary in connection with such acquisition, which with respect to this clause (y) is not incurred by such Persons in connection with, or in anticipation of, such acquisition, merger, amalgamation or consolidation; provided that such Indebtedness incurred under this clause (14) is in an aggregate amount not to exceed (i) $100.0 million at any time outstanding plus (ii) unlimited additional Indebtedness if after giving effect to such acquisition, merger, amalgamation or consolidation, either

(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation;

(15) Indebtedness (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (ii) in respect of any commercial credit cards, stored value cards, purchasing cards, treasury management, check drawing and automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items, interstate depository network services, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management), dealer incentive, supplier finance or similar programs, current account facilities, netting services, employee credit card programs, overdraft facilities, foreign exchange facilities, payment facilities and, in each case, similar arrangements and cash management arrangements entered into in the ordinary course of business;

(16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to a Senior Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

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(17)(a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of the Indenture; provided that such guarantee is incurred in accordance with the covenant described below under “—Future Subsidiary Guarantors”;

(18) Indebtedness of non-Guarantor Subsidiaries of the Company incurred not to exceed, together with any other Indebtedness incurred under this clause (18) at any one time outstanding, the greater of (x) $75.0 million and (y) 2.5% of Consolidated Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the applicable non-Guarantor Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (18));

(19) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to any stockholders of any direct or indirect parent company or any future, present or former employee, officer, director, member of management, consultant or independent contractor (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing), or any direct or indirect parent thereof, in each case to finance the purchase or redemption of Equity Interests of the Company, a Restricted Subsidiary or any of their direct or indirect parent companies to the extent described in clause (4) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”;

(21)(a) Indebtedness incurred by a Receivables Subsidiary in a Receivables Facility that is not recourse to the Company or any Restricted Subsidiary other than the Receivables Subsidiary (except for Securitization Undertakings) and (b) to the extent constituting Indebtedness, obligations of the Company or a Restricted Subsidiary as seller or servicer under a Receivables Facility and any guarantee by the Company of such Indebtedness;

(22) Indebtedness of the Company or any Restricted Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business;

(23) Indebtedness consisting of obligations owing under supply, license or similar agreements entered into in the ordinary course of business;

(24) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers or consultants of the Company or any of its Restricted Subsidiaries or any direct or indirect parent company incurred in the ordinary course of business and deferred compensation or other similar arrangements in connection with the Transactions or any Investments or any Restricted Payments permitted pursuant to the covenant described under “—Limitation on Restricted Payments”; and

(25) Indebtedness in an aggregate principal or face amount at any time outstanding not to exceed $25.0 million in respect of letters of credit, bank guaranties, surety bonds, performance bonds and similar instruments issued for general corporate purposes.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (25) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of the preceding paragraph.

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Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (plus premium (including tender premiums), fees, defeasance costs, accrued interest and expenses including original issue discount, upfront fees or similar fees) does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture will provide that the Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be.

The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) senior indebtedness as subordinated or junior to any other senior indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Company will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Company or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict (a) Liens securing the Notes and the related Guarantees and (b) Liens securing obligations in respect of (x) Indebtedness and other obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph of the covenant described under “—Limitation on Incurrence of

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Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and (y) obligations of the Company or any Guarantor in respect of any Bank Products or Cash Management Services provided by any lender party to any Senior Credit Facility or any affiliate of such lender (or any Person that was a lender or an affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products or Cash Management Services are provided were entered into).

Any Lien created for the benefit of the Holders pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) above.

The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness will not be deemed to be an incurrence of Liens for purposes of this covenant.

Merger, Consolidation or Sale of All or Substantially All Assets

The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes pursuant to a supplemental indenture or other document or instrument;

(3) immediately after such transaction, no Default shall have occurred and be continuing;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the third succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

(6) the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company (if other than the Company) will succeed to, and be substituted for the Company, as the case may be, under the Indenture and the Notes and in such event the Company will automatically be released and discharged from its obligation under the Indenture and the Notes.

Notwithstanding the foregoing clauses (3) and (4),

(1) any Restricted Subsidiary may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company;

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(2) the Company may consolidate with or merge with or into or wind up into an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; and

(3) the Company or any of its Subsidiaries may be converted into, or reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the United States, the District of Columbia or any territory thereof.

Subject to certain limitations described in the Indenture governing the release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor will, and the Company will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or a Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person (other than any such sale, assignment, transfer, lease, conveyance or disposition in connection with the Transactions described in this prospectus) unless:

(1)(a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as the case may be, or the laws of under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

(c) immediately after such transaction, no Default exists; and

(d) the Successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the transaction is made in compliance with clauses (1) and (2) of the first paragraph of the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

Subject to certain limitations described in the Indenture, the Successor Person (if other than such Subsidiary Guarantor) will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Guarantee, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, (1) any Subsidiary Guarantor may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Subsidiary Guarantor or to the Company, (2) a Subsidiary Guarantor may consolidate or merge with or into or wind up or convert into an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state of a the United States or the District of Columbia so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby, or (3) a Subsidiary Guarantor may convert into a Person organized or existing under the laws of a jurisdiction in the United States.

Clauses (3) and (4) of the first paragraph of this “—Merger, Consolidation and Sale of All or Substantially All Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries.

Although there is a limited body of case law interpreting the phrase “substantially all” under New York law, which governs the Indenture, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

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Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $15.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30.0 million, a resolution adopted in good faith by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Company or any of its Restricted Subsidiaries, or an entity that becomes a Restricted Subsidiary as a result of such transaction, and any merger, consolidation or amalgamation of the Company and any direct or indirect parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and Capital Stock of the Company (or a parent company thereof) and such merger, consolidation or amalgamation is otherwise in compliance with the terms of the Indenture and effected for a bona fide business purpose;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Investments constituting Permitted Investments;

(3)(i) the payment of management, consulting, monitoring, transaction, oversight, advisory, termination and similar fees and related indemnities and expenses pursuant to the Management Consulting Agreements as in effect on the Issue Date, and any transaction, agreement or arrangement described in this prospectus and, in each case, any amendment thereto or replacement thereof, whether or not with the Sponsor, so long as any such amendment or replacement is not disadvantageous in any material respect, in the good faith judgment of the Company, to the Holders when taken as a whole as compared to the Management Consulting Agreements in effect on the Issue Date (it being understood that any amendment thereto or replacement thereof to increase any fees or other compensation payable or implement new fees or compensation payable pursuant to such Management Consulting Agreements would be deemed to be materially disadvantageous to the Holders) and (ii) the payment of all indemnities and expenses owed to any Investors and any of their directors, officers, members of management, managers, employees and consultants, whether currently due or paid in respect of accruals from prior periods;

(4) the payment of customary fees, reasonable out of pocket costs to and reimbursement of expenses and compensation paid to, and indemnities provided on behalf of or for the benefit of, future, present or former employees, officers, members of the board of directors (or similar governing body), members of management, managers, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its direct or indirect parent companies or any of its subsidiaries, in each case, in the ordinary course of business;

(5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment, modification or extension thereof (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date as determined in good faith by the Company) or any transaction contemplated thereby;

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(7) the existence of, or the performance by the Company, any of its Restricted Subsidiaries or any direct or indirect parent of the Company of its obligations under the terms of, any stockholders or principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any transaction, agreement or arrangement described in this prospectus and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing transaction, agreement or arrangement or any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date as determined in good faith by the Company;

(8)(a) transactions with customers, clients, suppliers, joint ventures, contractors, or purchasers or sellers of goods or services or providers of employees or other labor, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Company and its Restricted Subsidiaries, in the good faith determination of the board of directors (or similar governing body) of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party on an arm’s length basis or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or the terms of any such transactions are no less favorable to the Company or Restricted Subsidiary participating in such joint ventures than they are to other joint venture partners;

(9) the issuance of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Company or a Restricted Subsidiary to any person and the granting and performance of customary registration rights;

(10) payments by the Company or any of its Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith or are otherwise permitted by the Indenture;

(11)(a) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and collective bargaining agreements, employment agreements, severance arrangements, compensatory (including profit sharing) arrangements, stock option plans, benefit plan, health, disability or similar insurance plan and other similar arrangements with such employees, officers, directors, managers, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) in each case, for bona fide business purposes and (b) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with future, present or former employees, officers, directors, members of management, consultants or independent contractors approved by the board of directors (or equivalent governing body) of any direct or indirect parent company or of the Company or any Restricted Subsidiary in good faith;

(12) the Transactions and the payment of all fees and expenses related to the Transactions, including to satisfy any Transaction Expenses incurred or owed after the Issue Date;

(13) any transaction effected as part of a Receivables Facility;

(14) any contribution to the capital of the Company or any Restricted Subsidiary;

(15) transactions permitted by, and complying with, the provisions of the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets” solely for the purpose of (a) reorganizing to facilitate any initial public offering of securities of the Company or any direct or indirect parent company of the Company, (b) forming a holding company, or (c) reincorporating the Company in a new jurisdiction;

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(16) between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company or of a Restricted Subsidiary of the Company, as the case may be, on any matter involving such other Person;

(17) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the board of directors (or equivalent governing body) of the Company or any direct or indirect parent company of the Company or a Subsidiary of the Company, as appropriate, in good faith;

(18) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in the Indenture;

(19) payments by the Company and its Restricted Subsidiaries pursuant to tax sharing or similar arrangements among any direct or indirect parent of the Company and its Subsidiaries on customary terms permitted by clause (20) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”;

(20) investments by the Investors in securities of the Company or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith) so long as the investment is being generally offered to other non-affiliated investors on the same or more favorable terms;

(21) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person entered into in the ordinary course of business;

(22) pledges of Equity Interests of Unrestricted Subsidiaries;

(23) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;

(24) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to stockholders under any stockholder agreement; and

(25) licenses of, or other grants of rights to use, intellectual property granted by the Company or any Restricted Subsidiary in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(a) pay dividends or make any other distributions to the Company or any of the Guarantors on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; or

(b) pay any Indebtedness owed to the Company or any of its Guarantors;

(2) make loans or advances to the Company or any Guarantor; or

(3) sell, lease or transfer any of its properties or assets to the Company or any Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the existing senior secured credit facilities, the Senior Credit Facilities and the respective related documentation;

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(b) the Indenture, the Notes and the related Guarantees and any exchange notes and related Guarantees issued pursuant to the Registration Rights Agreement;

(c) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property or assets so acquired;

(d) applicable law or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority;

(e) any agreement or other instrument of a Person acquired (or assumed in connection with the acquisition of property) by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;

(f) contracts or agreements for the sale of assets, including any restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that apply solely to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of such non-Guarantor Subsidiaries of the Company permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in any partnership agreement, limited liability company organizational governance document, joint venture agreement and other similar agreement entered into in the ordinary course of business;

(k) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale agreements and other similar agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;

(l) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(m) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is incurred subsequent to the Issue Date, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Issue Date by the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company, taken as a whole, as determined by the Company in good faith, than the provisions contained in the Indenture or the Senior Credit Facilities as in effect on the Issue Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Company in good faith, to make scheduled payments of cash interest on the Notes or a Guarantee when due;

(n) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted by the covenant described under “—Asset Sales” pending the consummation of such sale, transfer, lease or other disposition;

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(o) customary restrictions and conditions contained in the document relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (o);

(p) restrictions created in connection with any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;

(q) customary net worth or similar provisions contained in real property leases entered into by the Company or any Subsidiary in the ordinary course of business so long as the Company or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Company or such Subsidiary to meet its ongoing obligations;

(r) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Future Subsidiary Guarantors

The Company will not permit any of its domestic Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Company or any Guarantor), other than a Guarantor or an Excluded Subsidiary, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture. Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.

Each Guarantee shall be released in accordance with the provisions of the Indenture described under “—Guarantees.”

Reports and Other Information

Whether or not the Company or Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will furnish to the Trustee:

(1) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of Holdings, if Holdings were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a presentation of earnings before interest, taxes, depreciation and amortization of Holdings and its subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in this prospectus);

(2) the information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b), 5.02(c) and 5.02(d) (other than with respect to information required or contemplated by Item 402 of Regulation S-K) if Holdings were required to file such reports;

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provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to noteholders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, taken as a whole; provided, further, however, that no such current report will be required to include a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between Holdings (or any of its Subsidiaries) and any director or officer; and

(3) with respect to the annual financial statements only, a report on the annual financial statements by Holdings’ independent registered public accounting firm; it being understood that for so long as neither the Company nor Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall not be required to include, except as otherwise provided in this paragraph, any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment.

For so long as neither the Company nor Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, all such annual reports shall be furnished within 120 days after the end of the fiscal year to which they relate, all such quarterly reports shall be furnished within 60 days after the end of the fiscal quarter to which they relate, and all such current reports shall be furnished within 10 Business Days from the time of the occurrence of any event to be reported. ; provided that in the event that the Company or Holdings becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, all such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate, and all such current reports shall be furnished within the time period specified for filing current reports on Form 8-K by the SEC. The Company shall notify the Trustee in writing if the Company and Holdings are subject to the reporting requirements of Section 13 of 15(d) of the Exchange Act.

Notwithstanding the foregoing, (a) Holdings will not be required to furnish any information, certificates or reports required by (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein or (iii) Rule 3-05, 3-09 and 3-10 of Regulation S- X; provided that, such reports shall not be required to present compensation or beneficial ownership information and (b) such reports shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K (except this clause (b) shall not apply to any annual, quarterly or pro forma financial statements otherwise expressly required to be provided under this covenant).

The Company will (x) deliver such information and such reports to any Holder of a Note and, upon request, to any beneficial owner of the Notes, in each case by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any prospective investor in the Notes that certifies that it is an eligible purchaser of the Notes, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes, in each case who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective investor in the Notes, securities analyst (to the extent providing analysis of investment in the Notes) or market maker in the Notes. The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) to discuss such financial information within ten (10)Business Days after distribution of such financial information or otherwise providing substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability); it being understood that any customary quarterly earnings calls with public equity holders shall be deemed to constitute such quarterly conference calls for all Holders and such securities analysts.

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To the extent not satisfied by the foregoing, the Company will also furnish to Holders, securities analysts (to the extent providing analysis of investment in the Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended (the “Securities Act”), so long as the Notes are not freely transferable under the Securities Act.

If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by the first paragraph of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Holdings, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) Holdings or (ii) any direct or indirect parent of Holdings; provided that, if the financial information so furnished relates to such direct or indirect parent of Holdings, the same is accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings on a standalone basis, on the other hand.

The Company will be deemed to have furnished the reports referred to in the first paragraph of this covenant if Holdings or any direct or indirect parent of Holdings has filed reports containing such information with the SEC.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Events of Default and Remedies

The Indenture will provide that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Company for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements described in “Certain Covenants—Reports”;

(4) failure by the Company or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1), (2) or (3) above) contained in the Indenture or the Notes;

(5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay any principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million or more at any one time outstanding;

(6) failure by the Company or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $75.0 million, which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

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(7) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary; or

(8) the Guarantee of Holdings or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (7) above with respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes by notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal, premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (7) above with respect to the Company, all outstanding Notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

The Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances.

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

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

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee, in writing, to pursue the remedy;

(3) Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

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

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

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

The Indenture will provide that the Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Company or any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Company and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Company’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

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In addition, the Company may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Company) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes (provided that if such redemption is made as provided under “Optional redemption,” (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date) and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions,

(a) the Company have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities have been issued or any other material agreement or instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(6) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and

(7) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, an Opinion of Counsel required by the subsection (2) of the immediately preceding paragraph with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their stated maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

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Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

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

(b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company and either Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to, but not including, the date of maturity or redemption;

(2) the Company and/or the Guarantors have paid or caused to be paid all sums payable by it under the Indenture; and

(3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any past or existing Default or compliance with any provision of the Indenture, any Guarantee or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), other than Notes beneficially owned by the Company or their Affiliates.

The Indenture will provide that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

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

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

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(7) make any change in the amendment and waiver provisions of the Indenture described herein;

(8) impair the right of any Holder to receive payment of principal of, premium if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would materially adversely affect the Holders;

(10) except as expressly permitted by the Indenture, modify the Guarantees in any manner adverse to the Holders.

Notwithstanding the foregoing, the Company, any Guarantor (with respect to its Guarantee) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Company;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders in a transaction that complies with the Indenture;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor;

(11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this “Description of Exchange Notes” to the extent that such provision in this “Description of Exchange Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes as certified by the Company;

(12) to provide for the issuance of Additional Notes permitted to be incurred under the Indenture; or

(13) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

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

Notices

Notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing; notices personally delivered will be deemed given at the time delivered by hand; notices given by facsimile will be deemed given when receipt is acknowledged; notices given by overnight air courier guaranteeing next day delivery will be deemed given the next Business Day after timely delivery to the courier; and notices given electronically will be deemed given when sent. Any notices required to be given to the holders of notes represented by global notes will be given to The Depository Trust Company.

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Concerning the Trustee

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

The Indenture will provide that the Holders of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care that a prudent person would use under the circumstances in the conduct of his own affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of a Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other person existing at the time such other Person is consolidated, merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided, that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at October 15, 2017 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required interest payments due on such Note through October 15, 2017 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of such Note as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or an obligation of the Trustee.

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“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and directors’ qualifying shares and shares issued to foreign nationals as required under applicable law);

in each case, other than:

(a) any disposition of (i) Cash Equivalents (or other financial assets that were Cash Equivalents when the original Investment was made) or Investment Grade Securities, (ii) surplus, obsolete, used, damaged or worn out property or equipment in the ordinary course of business (whether now owned or hereafter acquired) or any disposition or consignment of equipment, inventory or goods (or other assets) held for sale, (iii) property no longer used or useful in the conduct of business of the Company and its Restricted Subsidiaries and (iv) property or equipment that is otherwise economically impracticable to maintain;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any payment or Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments” or the making of any Permitted Investment;

(d) any disposition of assets of the Company or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value not to exceed $25.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) (i) the sale, lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) the termination of leases in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;

(i) any disposition arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Company or any of the Restricted Subsidiaries or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;

(j) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Facility” (or a fractional undivided interest therein or pursuant to any factoring or similar arrangement);

(k) dispositions in connection with the granting of a Lien that is permitted under the covenant described above under “Certain Covenants—Liens”;

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(l) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(m) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by the Indenture;

(n) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements;

(o) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(p) the sale, discount or forgiveness of accounts receivable or notes receivable in the ordinary course of business or in connection with the collection or compromise thereof or the conversion of accounts receivable to notes receivable;

(q) the abandonment of intellectual property rights in the ordinary course of business which in the reasonable good faith determination of the Company are uneconomical or not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole;

(r) termination of non-speculative Hedging Obligations;

(s) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business;

(t) sales, transfers and other dispositions of Investments in joint ventures or any Subsidiary that is not a Wholly-Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements;

(u) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, employees, members of management or consultants of any direct or indirect parent company, the Company or any Subsidiary;

(v) dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source license), which (i) do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or (ii) relate to closed facilities or the discontinuation of any product line;

(w) dispositions of accounts receivable and related assets pursuant to any Foreign Factoring Arrangement; and

(x) dispositions in connection with the Radford Sale to the extent that the net cash proceeds in respect of the Radford Sale do not exceed $10.0 million.

“Bank Products” means any services or facilities on account of credit or debit cards, purchase cards, stored value cards or merchant services constituting a line of credit.

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

“Capital Stock” means:

(1) in the case of a corporation, shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries during such period in respect of licensed or purchased software or internally developed software and enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) dollars;

(2) (a) pounds sterling, euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the U.S., in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;

(4) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar instruments) maturing within one year after such date, in each case with any bank or trust company organized under, or authorized to operate as a bank or trust company under, the laws of the U.S., any state thereof or the District of Columbia and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;

(5) commercial paper maturing within 24 months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);

(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;

(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency) with maturities of 24 months or less from the date of acquisition;

(8) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) or (2) above;

(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s and in each case in a currency permitted under clause (1) or (2) above;

(10) institutional money market funds registered under the Investment Company Act of 1940;

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(11) in the case of any Foreign Subsidiaries, investments equivalent to those referred to in clauses (3) through (10) above denominated in foreign currencies customarily used by persons for cash management purposes in any jurisdiction outside the United States; and

(12) investment funds (including shares of any money market mutual fund) investing at least 90% of their assets in securities of the types described in clauses (1) through (11) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following to the extent not constituting a line of credit: treasury and/or cash management services, including, without limitation, other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement services, ACH transactions, return items, interstate depository network services, foreign exchange facilities, deposit and other accounts and merchant services (including, for the avoidance of doubt, all “Banking Services” as defined in the Senior Credit Facilities).

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders; or

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one or more Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies that hold directly or indirectly an amount of Voting Stock of the Company such that the Company is a Subsidiary of such holding company; provided that so long as the Company is a Subsidiary of a parent company, no Person shall be deemed to be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of the Company unless such Person shall be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of such parent company;

provided, that notwithstanding the foregoing, a transaction described in clauses (1) or(2) above shall not constitute a Change of Control during any Suspension Period unless such transaction would result in a Rating Decline; provided, further, that, notwithstanding the foregoing, no Change of Control shall occur if, in connection with any transaction that would otherwise constitute a Change of Control with respect to clause (1) or (2) above, (i) the Person that is acquiring the assets or Voting Stock that would otherwise result in a Change of Control is a Permitted Public Company, (ii) no Rating Decline shall have occurred as a result of such transaction and (iii) no later than 90 days after the earlier of the date public notice of the occurrence of such transaction or the intention of the Company to effect such transaction (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies), neither Moody’s or S&P assigns or reaffirms a rating to the Notes that is lower than B3 (or the equivalent) by Moody’s and B+ (or the equivalent) by S&P.

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

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, (a) the total amount of depreciation and amortization expense, including without limitation the amortization of intangible assets (including amortization of deferred launch costs), deferred financing fees and Capitalized Software Expenditures, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and (b) the depreciation of assets of such Person and its subsidiaries acquired under Capital Leases, which is expensed in cost of goods sold and not included in depreciation and amortization under GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries paid or payable in respect of such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers’ acceptances, ancillary facilities or any similar facility or financing and hedging agreements, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) penalties and interest related to taxes, (ii) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility and (v) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, acquisition accounting; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains, income, losses, expenses or charges (including (x) costs of and payments of actual or prospective legal settlements, fines, judgments or orders and (y) gains, income, losses, expenses or charges arising from insurance claims and settlements), severance, relocation costs, integration costs, consolidation and costs related to the opening, closure, relocation and/or consolidation of facilities, signing, retention or completion costs and bonuses, recruiting costs, recruiting and hiring bonuses, transition costs, costs incurred in connection with acquisitions (whether or not consummated) after the Issue Date (including integration costs), consulting fees, legal fees and taxes related to issuances of significant options and curtailments or modifications to pension and post-retirement employee benefit plans and corporate reorganization shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles or policies during such period,

(3) any net after-tax gains, charges or losses with respect to disposed, abandoned, closed or discontinued operations (other than assets held for sale) and any accretion or accrual of discounted liabilities and on the disposal of disposed, abandoned and discontinued operations and facilities, plans or distribution centers that have been closed, or temporarily shut down or idled during such period, shall be excluded,

(4) any after-tax effect of gains, income, losses, expenses or charges (less all fees and expenses relating thereto) attributable to asset dispositions (including asset retirement costs) or returned surplus assets of any employee pension benefit plan other than in the ordinary course of business shall be excluded,

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(5) the Net Income (or loss) for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (including any ordinary course dividend, distribution or other payment) that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in the Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, deferred rent, deferred trade incentives and other lease-related items and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off or removal of revenue otherwise recognizable on any amounts thereof, net of taxes, shall be excluded or added back in the case of lost revenue,

(8) any after-tax effect of income (loss) (less all fees and expenses or charges related thereto) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing expenses written off and premiums paid) shall be excluded,

(9) any (i) goodwill or other asset impairment charges, write-offs or write-downs or (ii) amortization of intangibles shall be excluded,

(10) any (i) non-cash compensation charge, cost, expense, accrual or reserve including any such charge, cost, expense, accrual or reserve arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity incentive programs, (ii) charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or stockholder agreement or any distributor equity plan or agreement, including any fair value adjustments that may be required under liquidity puts for such arrangements, (iii) charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect parent company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Capital Stock) of the Company solely to the extent such amounts are funded with net cash proceeds contributed to such Person as a capital contribution or as a result of the sale of Capital Stock (other than Disqualified Capital Stock) of such Person, and (iv) charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, shall be excluded,

(11) (i) any fees, commissions and expenses incurred during such period, or any amortization or write-off thereof for such period in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such

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period as a result of any such transaction shall be excluded, and (ii) accruals and reserves that are established or adjusted within 12 months after (x) the Issue Date that are so required to be established or adjusted as a result of the Transactions and (y) the date of any acquisition or other similar Investment, in each case, in accordance with GAAP or as a result of the adoption or modification of accounting policies, shall be excluded,

(12) any unrealized or realized net gain or loss resulting from currency translation or transaction gains or losses impacting net income (including currency remeasurements of Indebtedness) and any foreign currency translation or transaction gains or losses shall be excluded, including those resulting from intercompany Indebtedness,

(13) any unrealized net gains and losses resulting from Hedging Obligations in accordance with GAAP or any other derivative instrument pursuant to the application of Accounting Standards Codification Topic Number 815 “Derivatives and Hedging” shall be excluded,

(14) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a good faith determination that it expects to receive reimbursement within 365 days (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), (x) the amount of any fee, cost, expense or reserve with respect to liability or casualty events or business interruption shall be excluded, and (y) proceeds of such insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace shall be included, and

(15) to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance, fees, costs, expenses or reserves incurred to the extent covered by indemnification provisions in any agreement in connection with any sale of Capital Stock, acquisition, Permitted Investment, Restricted Payment, Asset Sale, disposition, recapitalization, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (in each case, including any such transaction consummated prior to the Issue Date) shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) of the first paragraph thereof or clause (7)(b) of the second paragraph thereof.

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries that is secured by Liens as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such date.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

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“Consolidated Total Indebtedness” means, as to any Person as at any date of determination, an amount equal to (x) the sum of (1) the aggregate amount of all outstanding Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and including, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of such Person and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less unrestricted cash and Cash Equivalents included on the consolidated balance sheet of such Person and any Restricted Subsidiaries as of such date. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Combinations” means the reorganization of ASP HHI Holdings, Inc., ASP MD Holdings, Inc., and ASP Grede Intermediate Holdings LLC that occurred on August 4, 2014 through mergers with three separate wholly-owned merger subsidiaries of Holdings.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements, or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption, repurchase of, or collection or payment on, such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Company, any Restricted Subsidiary or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants—Limitation on Restricted Payments” covenant.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any current or former employee or to any plan for the benefit of employees, directors, officers, members of management or consultants of the Company or its Subsidiaries or by any such plan to such employees, directors, officers, members or management or consultants, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s or consultant’s termination, death or disability.

“Domestic Subsidiary” means a Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital (including pursuant to any tax sharing arrangements), including, without limitation, federal, state, local, provincial, foreign, excise, franchise, property and similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes (including, in each case, penalties and interest related to such taxes or arising from tax examinations) of or with respect to such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period plus bank fees and costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (i), (ii), (iii), (iv) and (v) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income plus commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance or any similar facilities or financing and Hedging Obligations; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus

(d) (i) Transaction Expenses, (ii) transaction fees, costs and expenses (including rationalization, legal, tax and structuring fees, costs and expenses) incurred (1) in connection with the consummation of any transaction (or any transaction proposed and not consummated) permitted under the Indenture, including any Equity Offering, Permitted Investment, Restricted Payments, acquisitions, dispositions (including any Foreign Factoring Arrangements), recapitalizations, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (including any amortization or write-off of debt issuance or deferred financings costs, premiums and prepayment penalties) or similar transactions) or any Qualifying IPO, including (x) such fees, expenses or charges related to the offering of the Notes, the Senior Credit Facilities and the Receivables Facility or the repayment of the existing senior secured credit facilities, (y) any amendment or other modification of the Notes, the Senior Credit

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Facility and the Receivables Facility, and (z) commissions, discounts, yield and other fees and charges (including any interest expense related to any Receivables Facility), and (iii) costs associated with, or in anticipation of, our preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings (including sourcing), operating expense reductions, operating improvements, product margin synergies and product cost and other synergies and similar initiatives, integration, transition, reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, restructuring costs (including those related to tax restructurings), charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives, operating expense reductions, business optimization and other restructuring costs, charges, accruals, reserves and expenses (including, without limitation, inventory and business optimization programs, software development costs, the opening and pre-opening, closure, relocation and/or consolidation of facilities and plants, unused warehouse space costs, costs related to entry into new markets, unused warehouse space costs, and consulting and other professional fees, signing or retention costs, retention or completion charges or bonuses, relocation expenses, recruitment expenses (including headhunter fees and relocation expenses) severance payments, curtailments and modifications to or losses on settlement of pension and post-retirement employee benefit plans, excess pension charges, contract termination costs, future lease commitments, new system design and implementation costs and project startup costs and expenses attributable to the implementation of cost savings initiatives and professional and consulting fees incurred in connection with any of the foregoing); plus

(f) any other non-cash charges or losses, including (i) any write offs or write downs, (ii) the vesting of warrants and stock options and other equity based awards compensation, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method (other than to the extent funded with cash) and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period (provided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, (A) the Company may determine not to add back such non-cash charge, loss or expense in the current period or (B) to the extent the Company does decide to add back such non-cash charge, loss, or expense, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority and/or non-controlling interest expense consisting of Subsidiary income attributable to minority and/or non-controlling equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to the Permitted Holders or other persons with a similar interest in the Company or its direct or indirect parent companies to the extent otherwise permitted under “Certain Covenants—Transactions with Affiliates” and deducted (and not added back) in such period in computing Consolidated Net Income; plus

(i) expected cost savings (including sourcing), operating expense reductions, other operating improvements and expense reductions and product margin synergies and product cost and other synergies projected by the Company in good faith to be realized as a result (i) of the Transactions and (ii) of any asset sale, merger or other business combination, acquisition, Investment, disposition or divestiture, operating improvement and expense reductions, restructurings, cost saving initiatives, any similar initiative and/or specified transaction taken or to be taken by the Company or any of its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings, operating improvements and expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating improvements and expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, expense reductions, operating improvements and synergies are reasonably identifiable and factually supportable and are reasonably anticipated to be realized within 24 months after the change, acquisition or disposition that is expected to result in such cost savings, expense reductions, or operating improvements and other synergies (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus

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(j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k) (i) any charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or stockholder agreement or any distributor equity plan or agreement, including any fair value adjustments that may be required under liquidity puts for such arrangements, (ii) any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect parent company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Stock) of the Company solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments” and (iii) any charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, plus

(l) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(m) earn-out and contingent consideration obligations incurred or accrued in connection with any acquisition or other Permitted Investment and paid or accrued during such period and on similar acquisitions and Permitted Investments completed prior to the Issue Date, plus

(n) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (a) to (c) above relating to such joint venture corresponding to such Person’s and its Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), plus

(o) at the option of the Company, (A) the excess of GAAP rent expense over actual cash rent paid, including the benefit of lease incentives (in the case of a charge) during such period due to the use of straight line rent or the application of fair value adjustments made as a result of recapitalization or purchase accounting, in each case, for GAAP purposes, (B) the non-cash amortization of tenant allowances and (C) the cash portion of sublease rentals received by such Person; provided that, in each case, if any such non-cash charge represents an accrual or reserve for potential cash items in any future period, such Person may determine not to add back such non-cash charge in the current period, plus

(p) the percentage ownership of any joint venture that is accounted for under the equity method attributable to the Company, plus

(q) the amount of travel expenses, payroll taxes, indemnification payments, director’s fees and any other charges, costs, expenses, accruals or reserves incurred in connection with, or amounts payable to, any director of the board of the Company or its parent entities in connection with such director serving as a member of such board of directors and performing his or her duties in respect thereof, plus

(r) charges or expenses in connection with union contract renewals and related negotiations (including, without limitation, management travel expenses and legal and other third-party costs).

(2) decreased (without duplication) by:

(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period, plus

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(b) any net income from disposed or discontinued operations; and

(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of ASC Topic Number 460 (Guarantees).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Company; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company after the Issue Date from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on or promptly after the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants— Limitation on Restricted Payments.”

“Excluded Subsidiary” means (1) any Domestic Subsidiary that is not a Wholly-Owned Subsidiary, (2) any Domestic Subsidiary that is prohibited by law, regulation or contractual obligations from providing a guarantee under the Indenture or that would require a governmental (including regulatory) consent, approval, license or authorization to provide such guarantee; (3) any not-for-profit Subsidiary; (4) any captive insurance Subsidiary; (5) any special purpose entities used for securitization facilities; (6) any Domestic Subsidiary substantially all of the assets of which consist of Capital Stock of Foreign Subsidiaries or that is treated as a disregarded entity for U.S. federal income tax purposes that holds the equity of one or more Foreign Subsidiaries and (7) any direct or indirect Domestic Subsidiary of a Foreign Subsidiary or Domestic Subsidiary substantially all of the assets of which consist of Capital Stock of Foreign Subsidiaries or that is treated as a disregarded entity for U.S. federal income tax purposes that holds the equity of one or more Foreign Subsidiaries.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio (1) EBITDA of such Person and its Restricted Subsidiaries for such period to (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that such Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repurchases, redeems, retires or extinguishes any Indebtedness (other than Indebtedness under any revolving credit facility or revolving advances under any Receivables Facility, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during such applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, retirement or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period for which internal financial statements are available.

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For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational changes that the Company or any of its Restricted Subsidiaries has determined to make/or has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations, discontinued operations and operational changes (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include (to the extent not already included in EBITDA) (a) cost savings (including sourcing), operating expense reductions and other operating improvements or synergies resulting from such Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, which is being given pro forma effect that have been or are expected to be realized and reasonably identifiable and factually supportable and are reasonably anticipated to be realized within 24 months after the change, acquisition or disposition that is expected to result in such cost savings, expense reductions, or operating improvements and other synergies and (b) adjustments of the nature used in connection with the calculation of Adjusted EBITDA set forth in footnote 3 to “Summary—Summary Historical Condensed Consolidated Financial and Other Data” in this prospectus. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such indebtedness during the applicable period.

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

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“Foreign Factoring Arrangement” means any factoring arrangement entered into by any Foreign Subsidiary with respect to accounts receivable of such entity pursuant to customary terms, provided that the aggregate recourse and exposure in respect thereof shall not at any time exceed $75.0 million.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date, except for any reports required to be delivered under the covenant described above under “—Certain Covenants “—Reports and Other Information,” which shall be prepared in accordance with GAAP in effect on the date thereof. At any time after the Issue Date, the Company may irrevocably elect to apply IFRS accounting principles in lieu of GAAP, and upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS pursuant to the previous sentence.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank), in each case whether associated with a state or locality of the U.S., the U.S., or a foreign government.

“Grede Transaction” means the acquisition of ASP Grede Intermediate Holdings LLC by affiliates of American Securities LLC and certain members of management on June 2, 2014.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under the Indenture and the Notes.

“Guarantor” means each Person that Guarantees the Notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies (including, for the avoidance of doubt, under all “Hedging Obligations” as defined in the Senior Credit Facilities).

“HHI Transaction” means the acquisition of ASP HHI Holdings, Inc. by affiliates of American Securities LLC and certain members of management on October 5, 2012.

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

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“Holdings” means Metaldyne Performance Group Inc.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002, as in effect from time to time, to the extent relevant to the applicable financial statements.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable and (iii) any such obligations under ERISA or liabilities associated with customer prepayments; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided, however, that the amount of such Indebtedness will be the lesser of: (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and (2) deferred or prepaid revenues.

Notwithstanding anything in the Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under the Indenture but for the application of this sentence shall not be deemed an incurrence of Indebtedness under the Indenture.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Initial Public Offering” means the proposed initial public offering of the common stock of Holdings pursuant to the Registration Statement on Form S-1 (File No. 333-198316), as amended from time to time, and initially filed with the SEC on August 22, 2014.

“Initial Purchasers” means Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc. and RBC Capital Markets, LLC.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

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“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities or instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers, directors, distributors, consultants and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes thereto) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs, but giving effect to any repayments thereof in the form of loans and any return on capital or return on Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment). For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Investors” means American Securities LLC and its Affiliates but not including, however, any of its operating portfolio companies other than a Parent Company.

“Issue Date” means October 20, 2014.

“Legal Holiday” means a Saturday, a Sunday or any other day on which commercial banking institutions are not required by law, regulation or executive order to be open in the State of New York or in the State at the place of payment. If a payment date at a place of payment is on a Legal Holiday, payment shall be made at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any asset, any mortgage, lien, deed of trust, hypothecation, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

“Management Consulting Agreements” means those certain management consulting agreements entered into by each of ASP HHI Holdings, Inc., Metaldyne and ASP Grede Intermediate Holdings LLC with the Investors in connection with the HHI Transaction, the Metaldyne Transaction and the Grede Transaction, respectively.

“Management Investors” means the officers, directors, employees and other members of the management of the Company, any direct or indirect parent company of the Company and/or any Subsidiary of Holdings.

“Metaldyne Transaction” means the acquisition of ASP MD Holdings, Inc. by affiliates of American Securities LLC and certain members of management on December 18, 2012.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) secured by a Lien on the assets disposed of required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officer’s Certificate” means a certificate signed by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

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“Parent Company” means any Person so long as such Person directly or indirectly owns at least 80.0% of the total voting power of the Capital Stock of the Company, and at the time such Person acquired such voting power, no Person and no group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holders), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provisions), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Parent Company.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Holders” means each of (i) the Investors, (ii) any limited partner of the Investors, (iii) the Management Investors and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies. Any person or group whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the covenant described under “Repurchase at the Option of Holders—Change of Control” (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with the covenant described under “Repurchase at the Option of Holders—Change of Control”) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Company or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person (including in the Equity Interests of such Person) if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the first paragraph under “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any extension, modification, replacement, renewal or reinvestments of any such Investments existing or committed on the Issue Date (other than reimbursements of Investments in the Company or any Subsidiary); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment or commitment as in existence on the Issue Date or (y) as otherwise permitted under the Indenture;

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable;

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(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates, or

(d) in settlement of debts created in the ordinary course of business;

(7) Hedging Obligations permitted under clause (10) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $90.0 million and (y) 3.0% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8) for so long as such Person continues to be a Restricted Subsidiary;

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “—Certain Covenants—Limitation on Restricted Payments”;

(10) guarantees (including Guarantees) of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with the covenant described in “Certain Covenants—Liens,” including, without limitation, any guarantee or other obligation issued or incurred under the Senior Credit Facilities in connection with any letter of credit issued for the account of the Company or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (5) and (8) of the second paragraph thereof);

(12) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment, or intellectual property, or the licensing or contribution of intellectual property pursuant to any distribution, service, joint marketing, co-branding, co-distribution or other similar arrangement, however denominated;

(13) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities), not to exceed the greater of (x) $125.0 million and (y) 4.0% of Consolidated Total Assets (with the fair market value of each investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13) for so long as such Person continues to be a Restricted Subsidiary;

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect any Receivables Facility;

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(15) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, managers, consultants or independent contractors and members of management of the Company (or their respective immediate family members), any of its Subsidiaries or any direct or indirect parent of the Company not to exceed an amount outstanding at any one time in the aggregate the greater of (i) $15.0 million and (ii) 0.50% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) (calculated without regard to write-downs or write-offs thereof);

(16) loans and advances to present or former officers, directors, employees, consultants, managers, members of management and independent contractors of payroll payments or other compensation and for travel, moving, entertainment and other similar expenses, drawing accounts and similar expenditures, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof;

(17) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(18) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course;

(19) Investments in any Subsidiary or any joint venture as required by, or made pursuant to, intercompany cash management arrangements, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements or related activities arising in the ordinary course of business;

(20) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;

(21) Investments in joint ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (21) that are at the time outstanding, not to exceed the greater of (i) $50.0 million and (ii) 2.0% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(22) the Notes and the related Guarantees;

(23) guarantees of leases (other than capital leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business; and

(24) Investments (i) constituting deposits, prepayments and other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Company or any Subsidiary.

“Permitted Liens” means, with respect to any Person:

(1) (a) (i) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation or regulations, health, disability or other employee benefits or property and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty, liability or other insurance to the Company and its Subsidiaries; or (b) Liens, pledges and deposits in connection with bids, tenders, contracts (other than for Indebtedness for borrowed money) or leases, statutory obligations, surety, stay, customs, bid and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, performance and completion guarantees and other obligations of a like nature (including letters of credit in lieu of any such items or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items described in this clause (1);

(2) Liens imposed by law, such as landlord’s, banks’, carriers’, warehousemen’s, workmen’s, materialmen’s, repairmen’s, construction and mechanics’ Liens, (i) for sums not yet overdue for a period of more than 30 days, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against

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such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;

(3) Liens for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than 30 days, (ii) which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, (iii) for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property or (iv) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practices prior to the Issue Date;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (14)(y) or (18) of the second paragraph of the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock to be Incurred pursuant to clause (4) of the second paragraph of the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” are limited to the assets financed with such Indebtedness, Disqualified Stock or Preferred Stock and any replacements thereof, additions and accessions thereto and the proceeds and products thereof and related property, (b) Liens securing Indebtedness permitted to be incurred pursuant to clause (14)(y) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” are solely on acquired property or the assets or Capital Stock of the acquired entity, as the case may be, and improvements thereon and the proceeds and the products thereof and (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (18) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” extend only to the assets of non-Guarantor Subsidiaries;

(7) Liens existing on the Issue Date (other than Liens incurred to secure Indebtedness under the Senior Credit Facilities);

(8) Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(9) Liens existing on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of the Company or a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

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(11) Liens securing Hedging Obligations and in respect of Cash Management Services so long as the related Indebtedness is permitted to be incurred under the Indenture;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of documentary letters of credit or bankers’ acceptances, a bank guarantee or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses, grants or permits (including with respect to intellectual property and software) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases or accounts in connection with any transaction otherwise permitted under the Indenture;

(15) Liens in favor of the Company or any Guarantor;

(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s or its Subsidiaries’ customers;

(17) (a) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility and (b) Liens on assets sold or transferred or purported to be sold or transferred to a Receivables Subsidiary in connection with a Receivables Facility and the proceeds of such assets;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (other than the proceeds and products thereof, accessions thereto and improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and an amount necessary to pay any accrued interest and fees (including original issue discount, upfront fees or similar fees) and expenses, including premiums (including tender premiums), related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (6) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(23) Liens deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalents;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(28) restrictive covenants affecting the use to which real property may be put; provided, however, that the covenants are complied with;

(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(32) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(33) (i) customary transfer restrictions and purchase options in joint venture and similar agreements, (ii) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons and (iii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Wholly-Owned Subsidiaries entered into in the ordinary course of business;

(34) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(35) Liens on the assets of non-Guarantor Subsidiaries of the Company securing Indebtedness permitted to be incurred by non-Guarantor Subsidiaries under this Indenture;

(36) other Liens securing obligations not to exceed the greater of (x) $75.0 million and (y) 2.5% of Consolidated Total Assets, at any one time outstanding;

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(37) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers’ acceptances in the ordinary course of business, provided that such Liens attach only to the documents and goods covered thereby and proceeds thereof;

(38) Liens securing Indebtedness permitted to be incurred pursuant to clause (1) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(39) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, with respect to Liens securing Obligations permitted under this clause (39), at the time of incurrence and after giving pro forma effect thereto (in a manner consistent with the calculation of the Fixed Charge Coverage Ratio), the Consolidated Secured Debt Ratio of the Company and its Restricted Subsidiaries would be no greater than 2.25 to 1.0.

For purposes of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (38) or (39) above (giving effect to the incurrence of such portion of such Indebtedness), the Company, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (38) or (39) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Permitted Public Company” means any Person (1) with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market and (2) that conducts its business in the automotive parts and assembly industry.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Public Company Costs” shall mean charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to becoming compliant with the provisions of the Securities Act and the Exchange Act (and, in each case, similar requirements of law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, listing fees, directors’, officers’ or managers’ and other employees’ compensation, fees and expense reimbursement, charges relating to investor relations, stockholder meetings and reports to stockholders or debtholders, directors’ and officers’ insurance and other executive costs and compensation, legal and other professional fees and/or other costs or expenses associated with being a public company.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Qualifying IPO” means the issuance and sale by any direct or indirect parent company of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) pursuant to which net proceeds are received by any direct or indirect parent company and contributed to the Company or any Restricted Subsidiary.

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“Radford Assets” shall mean any real or intangible personal property located at the Company’s former foundry in Radford, Virginia that was valued in the Radford Valuation Report.

“Radford Sale” shall mean any sale to third parties after April 8, 2014 of the Radford Assets.

“Radford Valuation Report” shall mean that certain report, dated December 5, 2012, provided by Stout Risius Ross to the Company or one of its subsidiaries with respect to Stout Risius Ross’s valuation of certain real and tangible personal property located at the Company’s former foundry in Radford, Virginia.

“Rating Category” means:

(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and

(2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Rating Decline” means a decrease in the rating of the notes by either Moody’s or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories) on any date during the period commencing upon the first public notice of an arrangement that could result in a Change of Control or the Company’s intention to effect a Change of Control and ending 90 days following public notice of the occurrence of the related transaction (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of those Rating Agencies). In determining whether the rating of the notes has decreased by one or more gradations, gradations within Rating Categories, namely + or for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB to B+ will constitute a decrease of one gradation.

“ Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are limited-recourse (except for Securitization Undertakings made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Refinancing” means the entry into the Senior Credit Facilities, the offering of the Notes and the repayment of the existing senior secured credit facilities, collectively.

“Registration Rights Agreement” means that certain registration rights agreement, to be dated the Issue Date, by and among Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers, the Company and the Guarantors.

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“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Undertakings” means representations, warranties, covenants, repurchase obligations, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be required by a seller or servicer (or parent of such seller or servicer) in a Receivables Facility.

“Senior Credit Facilities” means (1) the credit agreement, dated as of the Issue Date, among the Company, the other borrowers and guarantors party thereto, the subsidiaries of the Company party thereto from time to time, the lenders party thereto from time to time in their capacities as lenders thereunder and Goldman Sachs Bank USA, as administrative agent for the lenders, including one or more debt facilities or other financing arrangements (including, without limitation indentures) providing for term loans, revolving loans or other long-term indebtedness that replace or refinance such credit facility, including any such replacement or refinancing facility or indenture that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility and (2) whether or not the credit agreement referred to in clause (1) remains outstanding, if designated by the Company to be included in the definition of “Senior Credit Facilities,” one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrower from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

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“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto.

“Subordinated Indebtedness” means, with respect to the Notes.

(1) any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and any

(2) Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“ Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Subsidiary Guarantors” means each Restricted Subsidiary that provides a Guarantee of the Notes.

“Transaction Expenses” means all fees and expenses, including any prepayment penalties or premiums and fees of counsel, related to the Transactions.

“Transactions” means the Combinations, the Refinancing and the Initial Public Offering, collectively.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date or, in the case of a satisfaction and discharge or defeasance, that has become publically available as of two Business Days before the Company deposits funds required under the Indenture with the Trustee (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to October 15, 2017; provided, however, that if the period from the Redemption Date to October 15, 2017 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.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

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(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of the exchange offer to holders of the original notes, but does not purport to be a complete analysis of all the potential tax considerations. The summary is based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. This summary does not consider the effect of any foreign, state, local, gift, estate or other tax laws that may be applicable to a particular holder.

An exchange of original notes for exchange notes pursuant to the exchange offer will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders that exchange their original notes for exchange notes in connection with the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the exchange notes as it had in the original notes immediately before the exchange.

The foregoing discussion of U.S. federal income tax considerations does not consider the facts and circumstances of any particular holder’s situation or status. Accordingly, each holder of original notes considering this exchange offer should consult its own tax advisor regarding the tax consequences of the exchange offer to it, including those under state, foreign and other tax laws.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. 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 exchange notes received in exchange for original notes only where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period starting from the date on which the exchange offer is consummated to the close of business one year after, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 2015, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

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 offer 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 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 who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer 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 commissions 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.

For a period starting from the date on which the exchange offer is consummated to the close of business one year after, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any broker-dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

182

LEGAL MATTERS

The validity and enforceability of the exchange notes and the related guarantees offered hereby will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York. Conner & Winters, LLP passed on matters of Arkansas law. McDonald Hopkins LLC passed on matters of Ohio law. Ruder Ware, L.L.S.C. passed on matters of Wisconsin law.

EXPERTS

The consolidated financial statements and schedule of MPG as of December 31, 2014 and 2013 and for the years ended December 31, 2014 and 2013 and the period from October 6, 2012 to December 31, 2012, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, an independent registered public accounting firm, and Deloitte & Touche LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firms as experts in accounting and auditing.

The consolidated financial statements of ASP HHI Holdings, Inc. and its subsidiaries (“HHI”) as of December 31, 2013 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the year ended December 31, 2013 (successor), the period from October 6, 2012 through December 31, 2012 (successor), and the period from January 1, 2012 through October 5, 2012 (predecessor), and the related financial statement schedule, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement. HHI’s financial statements and financial statement schedule for the successor periods are not presented separately herein, while HHI’s financial statements and financial statement schedule for the predecessor period are presented as the predecessor entity in the MPG consolidated financial statements. Such financial statements and financial statement schedule have been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows of MD Investors Corporation and its subsidiaries for the 352-day period ended December 17, 2012 and the year ended December 31, 2011 have been included in the registration statement in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Grede Holdings LLC and Subsidiaries as of December 29, 2013 and for the year ended included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Grede Holdings LLC and Subsidiaries as of December 30, 2012 and for each of the two years in the period ended December 30, 2012 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

183

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
METALDYNE PERFORMANCE GROUP INC. FINANCIAL STATEMENTS:
CONSOLIDATED FINANCIAL STATEMENTS OF METALDYNE PERFORMANCE GROUP INC.
Reports of Independent Registered Public Accounting Firms		F-2
Balance Sheets as of December 31, 2014 and December 31, 2013		F-4
Statements of Operations for the Year Ended December 31, 2014, Year Ended December  31, 2013, Successor Period 2012, Predecessor Period 2012		F-5
Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2014, Year Ended December  31, 2013, Successor Period 2012, Predecessor Period 2012		F-6
Statements of Stockholders’ Equity (Deficit) for the Year Ended December  31, 2014, Year Ended December 31, 2013, Successor Period 2012, Predecessor Period 2012		F-7
Statements of Cash Flows for the Year Ended December 31, 2014, Year Ended December  31, 2013, Successor Period 2012, Predecessor Period 2012		F-8
Notes to the Consolidated Financial Statements		F-9
ACQUIRED ENTITIES’ FINANCIAL STATEMENTS:
CONSOLIDATED FINANCIAL STATEMENTS OF MD INVESTORS CORPORATION
Independent Auditors’ Report		F-45
Statements of Operations for the 352-Day Period Ended December 17, 2012 and Year Ended December  31, 2011		F-46
Statements of Comprehensive Income for the 352-Day Period Ended December  17, 2012 and Year Ended December 31, 2011		F-47
Statements of Stockholders’ Equity (Deficit) for the 352-Day Period Ended December 17, 2012 and the Year Ended December 31, 2011		F-48
Statements of Cash Flows for the 352-Day Period Ended December 17, 2012 and Year Ended December  31, 2011		F-49
Notes to Consolidated Financial Statements		F-50
CONSOLIDATED FINANCIAL STATEMENTS OF GREDE HOLDINGS LLC
2013 Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-62
Statements of Financial Position as of December 29, 2013		F-63
Statements of Operations for the Year Ended December 29, 2013		F-64
Statements of Comprehensive Income for the Year Ended December 29, 2013		F-65
Statements of Members’ Equity (Deficit) for the Year Ended December 29, 2013		F-66
Statements of Cash Flows for the Year Ended December 29, 2013		F-67
Notes to Consolidated Financial Statements		F-68
2012 Consolidated Financial Statements
Independent Auditor’s Report		F-90
Statements of Financial Position as of December 30, 2012		F-91
Statements of Operations for the Years Ended December 30, 2012 and January 1, 2012		F-92
Statements of Comprehensive Income for the Years Ended December 30, 2012 and January 1, 2012		F-93
Statements of Members’ Equity (Deficit) for the Years Ended December 30, 2012 and January 1, 2012		F-94
Statements of Cash Flows for the Years Ended December 30, 2012 and January 1, 2012		F-95
Notes to Consolidated Financial Statements		F-96
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GREDE HOLDINGS LLC
Statements of Financial Position as of March 30, 2014 and December 29, 2013		F-117
Statements of Operations for the Three Months Ended March 30, 2014 and Three Months Ended March  31, 2013		F-118
Statements of Comprehensive Income for the Three Months Ended March  30, 2014 and Three Months Ended March 31, 2013		F-119
Statements of Members’ Deficit as of March 30, 2014 and December 29, 2013		F-120
Statements of Cash Flows for the Three Months Ended March 30, 2014 and Three Months Ended March  31, 2013		F-121
Notes to Condensed Consolidated Financial Statements		F-122

Grede LLC and its domestic subsidiaries are Guarantor Subsidiaries, but have not been included in MPG’s audited consolidated financial statements for at least nine months. Accordingly, Grede Holdings LLC’s financial statements as of and for the year ended December 29, 2013 are required pursuant to Rule 3-10(g) of the Securities and Exchange Commission Regulation S-X (“Rule 3-10(g)”).

Additionally, since Grede Holdings LLC was a significant acquisition for MPG, three years of historical financial statements are required pursuant to Rule 3-05 of the Securities and Exchange Commission Regulation S-X (“Rule 3-05”).

The financial statements as of and for the year ended December 29, 2013 and unaudited interim financial statements as of March 31, 2014 and for the three months ended March 30, 2014 and March 31, 2013 satisfy the financial statement requirements of Rule 3-10(g) and Rule 3-05. The financial statements as of December 30, 2012 and for the two years then ended satisfy the requirements of Rule 3-05.

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Metaldyne Performance Group Inc.:

We have audited the accompanying consolidated balance sheets of Metaldyne Performance Group Inc. and subsidiaries (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the years ended December 31, 2014 and 2013 and the period from October 6, 2012 through December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of ASP HHI Holdings, Inc., a wholly owned subsidiary, which financial statements reflect total assets constituting 45% as of December 31, 2013 and net sales constituting 45% and 91% for the year ended December 31, 2013 and the period from October 6, 2012 through December 31, 2012, respectively, of the consolidated totals. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for ASP HHI Holdings, Inc., is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metaldyne Performance Group Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for years ended December 31, 2014 and 2013 and the period from October 6, 2012 through December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Detroit, Michigan

March 16, 2015

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Metaldyne Performance Group Inc.

Plymouth, MI

We have audited the consolidated balance sheets of ASP HHI Holdings, Inc. and subsidiaries (the “Company”), a subsidiary of and predecessor to Metaldyne Performance Group Inc. (“MPG”), as of December 31, 2013 (successor) and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the year ended December 31, 2013 (successor), the period from October 6, 2012 through December 31, 2012 (successor), and the period from January 1, 2012 through October 5, 2012 (predecessor). Our audits also included the financial statement schedule listed in the Index at Item 21. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. The Company’s financial statements and financial statement schedule for the successor periods are not presented separately herein, while the Company’s financial statements and financial statement schedule for the predecessor period are presented as the predecessor entity in the MPG consolidated financial statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ASP HHI Holdings, Inc. and subsidiaries as of December 31, 2013 (successor) and the results of their operations and their cash flows for the year ended December 31, 2013 (successor), the period from October 6, 2012 through December 31, 2012 (successor), and the period from January 1, 2012 through October 5, 2012 (predecessor), in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the Company’s basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Detroit, MI

August 22, 2014 (except for Note 24, as to which the date is March 16, 2015)

F-3

METALDYNE PERFORMANCE GROUP INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except per share data)

	December 31,
	2014			2013
Assets
Current assets:
Cash and cash equivalents	$	156,498			68,224
Receivables, net:
Trade		312,943			222,304
Other		31,943			26,605
Total receivables, net		344,886			248,909
Inventories		204,789			154,800
Deferred income taxes		12,435			10,378
Prepaid expenses		13,004			10,750
Other assets		14,524			16,121
Total current assets		746,136			509,182
Property and equipment, net		750,181			539,504
Goodwill		907,716			657,991
Amortizable intangible assets, net		778,457			463,956
Deferred income taxes, noncurrent		1,359			2,785
Other assets		40,763			43,398
Total assets	$	3,224,612			2,216,816
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	285,468			180,581
Accrued compensation		50,952			40,079
Accrued liabilities		79,934			54,911
Deferred income taxes		—			16,959
Short-term debt		1,572			20,378
Current maturities, long-term debt and capital lease obligations		16,497			24,143
Total current liabilities		434,423			337,051
Long-term debt, less current maturities		1,920,310			1,209,588
Capital lease obligations, less current maturities		23,425			25,937
Deferred income taxes		260,703			287,960
Other long-term liabilities		60,789			31,100
Total liabilities		2,699,650			1,891,636
Stockholders’ equity:
Common Stock: par $0.001, 400,000 authorized, 67,075 issued and outstanding		67			67
Paid-in capital		827,307			557,548
Deficit		(269,663	)		(231,231	)
Accumulated other comprehensive loss		(35,248	)		(3,299	)
Total equity attributable to stockholders		522,463			323,085
Noncontrolling interest		2,499			2,095
Total stockholders’ equity		524,962			325,180
Total liabilities and stockholders’ equity	$	3,224,612			2,216,816

See accompanying notes to consolidated financial statements.

F-4

METALDYNE PERFORMANCE GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share amounts)

	Successor								Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013		Successor Period 2012			Predecessor Period 2012
Net sales	$	2,717,001			2,017,281		205,313		$	680,514
Cost of sales		2,294,108			1,708,673		199,514			558,992
Gross profit		422,893			308,608		5,799			121,522
Selling, general and administrative expenses		194,590			123,239		14,354			116,645
Acquisition costs		13,046			—		25,921			13,421
Goodwill impairment		11,803			—		—			—
Operating profit (loss)		203,454			185,369		(34,476	)		(8,544	)
Interest expense, net		99,894			74,667		11,148			25,766
Loss on debt extinguishment		60,713			—		—			—
Other, net		(11,332	)		17,872		1,510			2,455
Other expense, net		149,275			92,539		12,658			28,221
Income (loss) before tax		54,179			92,830		(47,134	)		(36,765	)
Income tax expense (benefit)		(19,082	)		34,969		(15,247	)		(11,123	)
Net income (loss)		73,261			57,861		(31,887	)		(25,642	)
Income attributable to noncontrolling interest		434			293		45			136
Net income (loss) attributable to stockholders	$	72,827			57,568		(31,932	)	$	(25,778	)
Weighted average shares outstanding		67,075			67,075		67,075			17,694
Net income (loss) per share attributable to stockholders
Basic	$	1.09			0.86		(0.48	)	$	(1.46	)
Diluted		1.06			0.86		(0.48	)		(1.46	)

See accompanying notes to consolidated financial statements.

F-5

METALDYNE PERFORMANCE GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Successor									Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013			Successor Period 2012			Predecessor Period 2012
Net income (loss)	$	73,261			57,861			(31,887	)	$	(25,642	)
Other comprehensive income (loss), net of tax:
Foreign currency translation		(23,984	)		(3,481	)		(397	)		296
Net actuarial gain (loss) on defined benefit plans (net of tax of $1,624, $(101), $(4), and $—, respectively)		(7,995	)		462			6			—
Other comprehensive income (loss), net of tax		(31,979	)		(3,019	)		(391	)		296
Comprehensive income (loss)		41,282			54,842			(32,278	)		(25,346	)
Less comprehensive income attributable to noncontrolling interest		404			191			36			139
Comprehensive income (loss) attributable to stockholders	$	40,878			54,651			(32,314	)	$	(25,485	)

See accompanying notes to consolidated financial statements.

F-6

METALDYNE PERFORMANCE GROUP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

	Membership Interests			Deficit			Accumulated other comprehensive income (loss)			Noncontrolling interest		Total stockholders’ equity (deficit)
Predecessor
Predecessor balance, December 31, 2011	$	94,553			(185,599	)		(1,285	)		597		(91,734	)
Purchase of treasury stock													—
Stock-based compensation expense reversal		(2,561	)										(2,561	)
Dividends, net of $1,323 of tax benefits on restricted stock units					(68,677	)							(68,677	)
Net income (loss)					(25,778	)					136		(25,642	)
Other comprehensive income								293			3		296
Balance, October 5, 2012	$	91,992			(280,054	)		(992	)		736		(188,318	)

	Common stock		Paid-in capital			Deficit			Accumulated other comprehensive loss			Noncontrolling interest			Total stockholders’ equity (deficit)
Successor
Balance, October 6, 2012	$	—		—			—			—			—			—
Retrospective recognition of the Combination and stock split		67														67
Other				625												625
Recognition of the HHI Transaction				254,734									956			255,690
Recognition of the Metaldyne Transaction				295,387									912			296,299
Stock-based compensation expense				100												100
Net income (loss)							(31,932	)					45			(31,887	)
Other comprehensive loss										(382	)		(9	)		(391	)
Balance, December 31, 2012		67		550,846			(31,932	)		(382	)		1,904			520,503
Dividends							(256,867	)								(256,867	)
Other				527												527
Stock-based compensation expense				6,175												6,175
Net income							57,568						293			57,861
Other comprehensive loss										(2,917	)		(102	)		(3,019	)
Balance, December 31, 2013		67		557,548			(231,231	)		(3,299	)		2,095			325,180
Recognition of the Grede Transaction				258,553												258,553
Pre-combination issuance of additional Grede membership interests				1,920												1,920
Dividends							(111,259	)								(111,259	)
Other				(2,450	)											(2,450	)
Stock-based compensation expense				17,319												17,319
Offering related costs				(5,583	)											(5,583	)
Net income							72,827						434			73,261
Other comprehensive loss										(31,949	)		(30	)		(31,979	)
Balance, December 31, 2014	$	67		827,307			(269,663	)		(35,248	)		2,499			524,962

See accompanying notes to consolidated financial statements.

F-7

METALDYNE PERFORMANCE GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31, 2014			Year Ended December 31, 2013			Successor Period 2012			Predecessor Period 2012
Cash flows from operating activities:
Net income (loss)	$	73,261			57,861			(31,887	)	$	(25,642	)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Depreciation and amortization		210,807			163,382			18,692			20,001
Debt fee amortization		6,341			7,628			944			2,677
Loss on debt extinguishment		60,713			—			—			—
Goodwill impairment		11,803			—			—			—
(Gain) loss on fixed asset dispositions		2,125			1,419			—			(1,052	)
Deferred income taxes		(88,431	)		(9,216	)		(17,364	)		5,130
Recognition of deferred gain		—			—			—			(729	)
Recognition of deferred revenue		(950	)		(1,343	)		(573	)		(1,644	)
Noncash interest expense		928			966			25			—
Write-down of purchase price receivable		—			10,121			—			—
Stock-based compensation expense		17,319			6,175			100			—
Foreign currency adjustment		(12,743	)		2,204			1,793			—
Other		3,837			3,706			56			2,687
Changes in assets and liabilities:
Receivables, net		20,236			(14,631	)		19,696			(8,858	)
Inventories		(15,571	)		(1,962	)		12,109			(1,139	)
Prepaid expenses and other assets		(1,001	)		28,550			6,202			(31,756	)
Accounts payable, accrued liabilities and accrued compensation		22,602			(14,988	)		(10,797	)		106,010
Long-term assets and liabilities, other		(5,855	)		(5,614	)		(807	)		(982	)
Net cash provided by (used for) operating activities		305,421			234,258			(1,811	)		64,703
Cash flows from investing activities:
Capital expenditures		(156,390	)		(122,256	)		(10,430	)		(32,592	)
Proceeds from sale of fixed assets		1,420			1,068			—			1,513
Capitalized patent costs		(243	)		(352	)		(114	)		(222	)
Grede Transaction, net of cash acquired		(829,656	)		—			—			—
HHI Transaction, net of cash acquired		—			—			(722,248	)		—
Metaldyne Transaction, net of cash acquired		—			—			(782,165	)		—
Release of escrow from the Metaldyne Transaction		—			4,807			—			—
Net cash used for investing activities		(984,869	)		(116,733	)		(1,514,957	)		(31,301	)
Cash flows from financing activities:
Cash dividends		(111,259	)		(256,867	)		—			(70,000	)
Other stock activity		(2,444	)		579			—			—
Proceeds from stock issuance		260,474			—			545,993			—
Borrowings of short-term debt		388,773			545,621			6,000			38,900
Repayments of short-term debt		(407,357	)		(533,182	)		—			(38,903	)
Proceeds of long-term debt		2,658,250			240,000			1,040,252			49,875
Principal payments of long-term debt		(1,952,041	)		(59,904	)		—			(2,814	)
Payment of debt issue costs		(45,427	)		(14,956	)		(34,851	)		(2,455	)
Proceeds of other debt		998			1,390			—			—
Principal payments of other debt		(7,703	)		(3,756	)		(250	)		(1,947	)
Payment of offering related costs		(5,583	)		—			—			—
Payment of contingent consideration for the Metaldyne Transaction		—			(10,000	)		—			—
Net cash provided by (used for) financing activities		776,681			(91,075	)		1,557,144			(27,344	)
Effect of exchange rates on cash		(8,959	)		1,443			(45	)		344
Net increase in cash and cash equivalents	$	88,274			27,893			40,331		$	6,402
Cash and cash equivalents:
Cash and cash equivalents, beginning of period	$	68,224			40,331			—		$	4,203
Net increase in cash and cash equivalents		88,274			27,893			40,331			6,402
Cash and cash equivalents, end of period	$	156,498			68,224			40,331		$	10,605
Supplementary cash flow information:
Cash paid for income taxes, net	$	63,921			46,889			324		$	15,549
Cash paid for interest		74,624			77,881			5,217			22,004
Noncash transactions:
Capital expenditures in accounts payables		36,192			15,378			18,213			2,410

See accompanying notes to consolidated financial statements.

F-8

METALDYNE PERFORMANCE GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of the Business

Metaldyne Performance Group Inc. is a leading provider of components for use in engine, transmission and driveline (“Powertrain”) and chassis, suspension, steering and brake component (“Safety-Critical”) Platforms for the global light, commercial and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle original equipment manufacturers (“OEMs”) and tier I suppliers (“Tier I suppliers”). Our components help OEMs meet fuel economy, performance and safety standards. Our metal-forming manufacturing technologies and processes include aluminum casting (“Aluminum Die Casting”), cold, warm or hot forging (“Forging”), iron casting (“Iron Casting”), and powder metal forming (“Powder Metal Forming”), as well as value-added precision machining and assembly (“Advanced Machining and Assembly”). These technologies and processes are used to create a wide range of customized Powertrain and Safety-Critical components that address requirements for power density (increased component strength to weight ratio), power generation, power / torque transfer, strength and Noise, Vibration and Harshness (“NVH”). Metaldyne Performance Group Inc. is organized and operated as three operating segments: the HHI segment, the Metaldyne segment and the Grede segment.

(2) Basis of Presentation and Consolidation

Basis of Presentation

Metaldyne Performance Group Inc. was formed through the reorganization of ASP HHI Holdings, Inc. (together with its subsidiaries, “HHI”), ASP MD Holdings, Inc. (together with its subsidiaries, “Metaldyne”) and ASP Grede Intermediate Holdings LLC (together with its subsidiaries, “Grede”) on August 4, 2014 (the “Combination”). The Combination occurred through mergers with three separate wholly owned merger subsidiaries of Metaldyne Performance Group Inc. (“MPG,” the “Company,” “we,” “our” and “us” and similar terms refer to Metaldyne Performance Group Inc. and all of its subsidiaries, including HHI, Metaldyne and Grede). In connection with the Combination, 13.4 million shares of MPG common stock were issued in exchange for the outstanding shares of HHI, Metaldyne and Grede. On November 18, 2014, the outstanding shares of MPG common stock were split at a 5-to-1 ratio (the “Stock Split”). After the Stock Split, 67.1 million shares were outstanding. The number of authorized shares was increased to 400.0 million.

These financial statements present HHI, as the predecessor to MPG. HHI Group Holdings, Inc. (the “Predecessor Company”) was acquired by an affiliate of American Securities LLC (together with its affiliates, “American Securities”) on October 5, 2012. Metaldyne was acquired by a subsidiary of American Securities on December 18, 2012. Grede was acquired by American Securities on June 2, 2014.

The period from January 1, 2012 to October 5, 2012 is referred to as the Predecessor Period and the period from October 6, 2012 to December 31, 2014 as the Successor Period. The period from October 6, 2012 to December 31, 2012 is referred to as Successor Period 2012 and the period from January 1, 2012 to October 5, 2012 is referred to as Predecessor Period 2012.

Consolidation

The Combination has been accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests, that is, the bases of accounting of HHI, Metaldyne and Grede were carried over to MPG. These financial statements reflect the retrospective application of the MPG capital structure and the Stock Split for all successor periods. These financial statements reflect the accounts of HHI for all periods, Metaldyne from December 18, 2012 forward and Grede from June 2, 2014 forward.

All significant intercompany balances and transactions have been eliminated in consolidation.

(3) Significant Accounting Policies

The financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification.

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Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Use of significant estimates and judgments are inherent in the accounting for acquisitions, stock-based compensation, income taxes and employee benefit plans, as well as in the testing of goodwill and long-lived assets for potential impairment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Revenue Recognition

Revenue is recognized when there is evidence of a sale, delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectability of receivables is reasonably assured. The Company has ongoing adjustments to its pricing arrangements with customers based on the related content and cost of its products. These adjustments are accrued as products are shipped to customers. Such pricing accruals are adjusted periodically and as they are settled with the customers. The Company has agreements allowing the pass-through of changes in the prices of raw materials referred to as material surcharges. Material surcharges are recognized as revenue when an agreement is reached, delivery of the goods has occurred and the amount of the material surcharge is determinable.

Cash and Cash Equivalents

All highly liquid investments with an initial maturity of three months or less are considered to be cash and cash equivalents. A cash pooling strategy is in place with certain foreign operations. Checks issued but not presented to banks may result in book overdraft balances for accounting purposes and such book overdrafts are classified within accounts payable and the change as a component of operating cash flows.

Receivables

Accounts receivable are stated at amounts estimated by management to be the net realizable value. An allowance for doubtful accounts is recorded when it is probable that amounts will not be collected based on specific identification of customer circumstances, age of the receivable and other pertinent information. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Valuation allowances for doubtful accounts, pricing accruals and anticipated customer deductions and returns are recorded based upon current information.

Agreements are in place with international factoring companies to sell customer accounts receivable from locations in France, Germany, the Czech Republic, and the United Kingdom (“U.K.”) on a nonrecourse basis. The Company collects payment and remits such collections to the factoring companies for a portion of the sold receivables. The Company has no continuing involvement with all other sold receivables. A commission is paid to the factoring company plus interest calculated from the date the receivables are sold to either the customer’s due date or a specified number of days thereafter or until the receivable is deemed uncollectible.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method for over 90% of our inventories. Cost includes the cost of materials, direct labor and the applicable share of manufacturing overhead. To the extent management determines it is holding excess or obsolete inventory, the inventory is written down to its net realizable value.

Pre-production Costs on Long-term Supply Arrangements

Pre-production engineering, research and development costs related to products made for customers under long-term supply agreements are expensed as incurred. Pre-production tooling costs related to products made for customers under long-term supply agreements are expensed when reimbursement is not contractually guaranteed by the customer or where the customer has not provided a noncancelable right to use the tooling.

Long-lived assets

Long-lived assets other than goodwill are evaluated for impairment if adverse events or changes in circumstances indicate it is more likely than not that the assets are impaired. For each asset group affected by such impairment indicators, the recoverability of the carrying value of that asset group is determined by comparing the forecasted undiscounted cash flows related to that asset group to the asset group’s carrying value.

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Property and equipment, net: Property and equipment additions, including significant improvements, are recorded at cost, less accumulated depreciation. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in cost of sales. Repair and maintenance costs are charged to expense as incurred.

Depreciation is provided for using the straight-line method over the estimated useful lives of the related assets. Assets held under capital lease are included in property and equipment, net and the depreciation of these assets is included in accumulated depreciation. Capital lease assets are depreciated over the lesser of the lease term or their useful lives.

Amortizable intangible assets, net: The useful lives of intangible assets are determined based on consideration of multiple factors including the Company’s expected use of the assets, the expected useful life of related assets and other external factors that may limit the useful life. Amortization is provided for using the straight-line method over the estimated useful lives for intangible assets with definite useful lives.

Goodwill Impairment Testing

Goodwill is evaluated for impairment annually or more often if a triggering event occurs between annual tests. The annual tests are performed in the fourth quarter.

For each reporting unit to which goodwill has been assigned, the evaluation for impairment entails a quantitative analysis of the fair value of the reporting unit compared to the carrying value of the reporting unit. The Company may opt to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount prior to performing the quantitative assessment.

Foreign Currency Translation

The financial statements of foreign subsidiaries are translated to U.S. dollars at end-of-period exchange rates for assets and liabilities and an average monthly exchange rate for revenues and expenses. Translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within equity. Transaction gains and losses arising from fluctuations in foreign currency exchange rates on transactions denominated in currencies other than a subsidiary’s functional currency are recognized in other expense, net.

Stock-based Compensation

Stock-based compensation is measured based on the grant-date calculated value or grant-date fair value of the award, and is recognized as expense over the requisite service period. The determination of calculated value differs from fair value in that the volatility assumption used in determining the value of the awards is based on the volatility of comparable companies rather than a volatility assumption for the issuing entity. Calculated value is used to measure compensation cost when specific entity level volatility information is insufficient or unavailable. To measure compensation cost of stock options, we determined calculated value using a Black-Scholes or binomial option pricing model. To measure compensation cost of restricted stock awards, we use the market value of the Company’s common stock as of the grant date.

Employee Benefit Plans

Annual net periodic benefit expense and benefit liabilities under defined benefit pension plans and statutory retirement benefits are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Pensions and other postretirement employee benefit costs and related liabilities and assets are dependent upon assumptions used in calculating such amounts. These assumptions include discount rates, expected returns on plan assets, health care cost trends, compensation and other factors. Each year end, actual experience is compared to the more significant assumptions used and the assumptions are adjusted, if warranted. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high quality fixed income investments. Certain pension benefits are funded through investment held with trustees and the expected long-term rate of return on fund assets is based on actual historical returns modified for known changes in the market and any expected change in investment policy. Actual results that differ from the assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense in future periods.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using

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enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The effect of income tax positions are recognized only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense.

Noncontrolling Interests

The accumulated amount of noncontrolling interests is classified in the consolidated balance sheets as a component of total stockholders’ equity and noncontrolling interests are reflected in the consolidated statements of stockholders’ equity (deficit) and comprehensive income (loss).

Fair Value Measurements

The fair values of assets and liabilities disclosed are categorized based on a fair value hierarchy giving the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various levels of the fair value hierarchy are described as follows:

Level 1	Financial assets and liabilities whose values are based on quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2	Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

(4) Accounting Standards Issued But Not Yet Adopted

In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for reporting and requires expanded disclosures about discontinued operations. The guidance is effective for fiscal years beginning on or after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016. Early adoption is not permitted. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on the consolidated financial statements.

(5) Acquisitions

Grede Transaction

On June 2, 2014 (the “Acquisition Date”), a subsidiary of American Securities, ASP Grede Intermediate Holdings LLC (together with its subsidiaries, “Grede”), purchased 97.1% of the membership interests in Grede Holdings LLC (the “Grede Transaction”). Management and outside investors purchased the remaining membership interests. Upon completion of the Combination, 100% of Grede is owned by the Company.

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Purchase Accounting

The Grede Transaction was a cash purchase and was accounted for under the acquisition method. The accounting for the acquisition has been pushed-down to the financial statements of the Company. All assets acquired and liabilities assumed were recorded in the financial statements at estimated fair value.

The purchase price for the acquisition, net of cash and cash equivalents, was $829.7 million. The acquisition was funded by cash from capital contributions ($251.1 million from affiliates of American Securities, $6.5 million from certain members of the Grede management team and $1.0 million from outside investors) and the issuance of term loan debt.

The Grede Transaction was recorded, as revised for updated valuation information, in the accounts of the Company as follows:

	June 2, 2014
	(In thousands)
Fair value of consideration	$	829,656
Assets acquired:
Receivables		120,232
Inventories		40,121
Prepaid expenses and other current assets		11,360
Property and equipment		208,525
Amortizable intangible assets		369,100
Other assets		9,107
Total assets acquired		758,445
Liabilities assumed:
Accounts payable		94,658
Accrued liabilities		25,734
Deferred tax liabilities		47,496
Short-term debt		1,752
Other long-term liabilities		20,677
Total liabilities assumed		190,317
Net identifiable assets acquired, net of cash and cash equivalents		568,128
Goodwill	$	261,528

The valuation method used to estimate the fair value of assets acquired and liabilities assumed entailed a cost approach, a market approach, an income approach or a combination of those approaches based on the nature of the asset or liability being valued. The estimated value of property and equipment was determined using a cost approach, relying on estimated replacement costs. Within amortizable intangible assets, customer relationships and platforms were valued using an income approach, relying on estimated multi-period excess earnings attributable to the relationship or platform.

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Goodwill recognized was primarily attributable to potential operational synergies related to overhead cost reductions and the assembled workforce. None of the goodwill recognized is expected to be deductible for tax purposes.

Additional details of the assets recognized were as follows:

	June 2, 2014
	(In thousands)
Inventories
Raw materials	$	11,937
Work in process		12,545
Finished goods		15,639
Total inventories	$	40,121
	June 2, 2014		Estimated Useful Lives
	(In thousands)		(In years)
Property and equipment
Land	$	12,220		—
Buildings		31,839		5 - 29
Machinery and equipment		148,827		1 – 20
Assets not yet placed in service		15,639		—
Total property and equipment	$	208,525
	June 2, 2014		Amortization Period
	(In thousands)		(In years)
Amortizable intangible assets
Customer relationships and platforms	$	338,700		10
Other: trade names		30,400		15
Total amortizable intangible assets	$	369,100

The estimated fair value of inventories was $4.4 million higher than the carrying value at the time of the acquisition. The entire amount of this step-up in value was expensed in cost of sales during 2014 based on an analysis of Grede’s inventory turns.

Grede has estimated a remaining useful life of 10 years for the customer relationships and platforms due to the strong and longstanding relationships with our customers, which include many of the leading global OEMs and Tier 1 Suppliers. Grede has estimated a remaining useful life of 15 years for the trade names based on the nature of the industry, the length of time it has been in business and the relative strength of the name in the marketplace.

Included within other long-term liabilities are obligations for noncontributory defined benefit plans maintained by Grede for certain employees covered by collective bargaining agreements. The obligations for these plans were measured as of the acquisition date.

The funded status as of the Acquisition Date was as follows:

	June 2, 2014
	(In thousands)
Projected benefit obligation	$	33,864
Fair value of plan assets		27,615
Funded Status	$	(6,249	)

A weighted average discount rate of 4.04% was used to determine the projected benefit obligation. The rate of compensation increase is not applicable due to the fact that the plans’ benefits are based on credited years of service. The plans’ assets

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are composed primarily of pooled separate accounts in which the underlying securities are primarily publicly traded domestic equities and government debt securities. The amount of Grede revenues and earnings included in the consolidated statements of operations subsequent to the Grede Transaction was as follows:

	2014
	(In thousands)
Revenues: Net sales	$	572,126
Earnings: Loss before income taxes		(19,224	)

Grede Transaction-related expenses incurred in 2014 were $13.0 million, which were recorded within acquisition costs, of which $8.3 million was paid to related parties.

Metaldyne Transaction

The acquisition of Metaldyne by American Securities (the “Metaldyne Transaction”) on December 17, 2012 was accounted for under the acquisition method. As such, all assets acquired and liabilities assumed were recorded at their estimated fair values at the date of acquisition. The accounting for the acquisition has been pushed-down to the financial statements of the Company.

The purchase price of the Metaldyne Transaction, including contingent consideration was $833.7 million. The Metaldyne Transaction was financed through a $620 million Senior Secured Credit Facility which included a $75 million revolving credit facility (of which $6 million was outstanding as of December 18, 2012), $295 million in cash and equity (of which $290 million was paid by affiliates of American Securities and $0.5 million was paid and $4.8 million of equity was converted by certain members of the Metaldyne management team) and $175 million of Metaldyne’s cash as of December 18, 2012. After the Metaldyne Transaction and prior to the Combination, affiliates of American Securities owned 98.2% and certain members of Metaldyne management owned 1.8% of Metaldyne.

The purchase price of the Metaldyne Transaction reflected a reduction of $14.9 million for a purchase price adjustment recorded under the terms of the Metaldyne Transaction agreement. During 2013, the former stockholders disputed the calculation of the purchase price adjustment. The dispute was ultimately resolved through an arbitration process resulting in a reduction of the purchase price adjustment in favor of the former stockholders of $10.1 million. This amount was recorded in other expense, net in during 2013. The remaining purchase price adjustment of $4.8 million was received in cash in 2013.

Metaldyne Transaction-related expenses of $15.6 million were incurred and recorded within acquisition costs in Successor Period 2012, of which $8.2 million was paid to related parties.

The amount of Metaldyne revenues and earnings included in the consolidated statements of operations subsequent to the Metaldyne Transaction was as follows:

	2014		2013		Successor Period 2012
	(In thousands)
Revenues: Net sales	$	1,176,367		1,110,765		18,897
Earnings: Income (loss) before income taxes		65,960		35,796		(28,748	)

HHI Transaction

The acquisition of HHI by American Securities (the “HHI Transaction”) on October 5, 2012 was accounted for under the acquisition method. As such, all assets acquired and liabilities assumed were recorded at their estimated fair values at the date of acquisition. The accounting for the acquisition has been pushed-down to the financial statements of the Company.

The HHI Transaction was a cash purchase. The purchase price for the HHI Transaction, net of cash and cash equivalents, was $722.2 million. The acquisition was funded by cash from capital contributions ($235.0 million from affiliates of American Securities and $19.7 million from certain members of the HHI management team) and the issuance of term loan debt. After the HHI Transaction and prior to the Combination, affiliates of American Securities owned 92.3% and certain members of HHI management owned 7.7% of HHI. Sale proceeds of $77.3 million were placed into an escrow account to be released upon the finalization of various true-up calculations and once certain representations and warranties have settled. As of December 31, 2013, $32.3 million of the escrow had been released to the sellers, $33.8 million was released in April 2014 and the final release is expected in November 2015, provided the related representations and warranties have settled.

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HHI Transaction-related expenses of $10.3 million were incurred and recorded within acquisition costs in Successor Period 2012, of which $7.5 million was paid to related parties. HHI Transaction-related expenses of $13.4 million were incurred and recorded within acquisition costs in Predecessor Period 2012.

The amount of HHI revenues and earnings included in the statements of operations subsequent to the HHI Transaction was as follows:

	2014		2013		Successor Period 2012
	(In thousands)
Revenues: Net sales	$	968,508		906,516		186,416
Earnings: Income (loss) before income taxes		29,721		57,034		(18,386	)

Supplemental Pro Forma Information (Unaudited)

The following table presents the revenues and earnings of MPG on a pro forma basis as if the Grede Transaction had occurred on January 1, 2013:

	Pro Forma
	2014		2013
	(In thousands)
Revenues: Net sales.	$	3,144,000		3,052,900
Earnings: Income before income taxes		93,300		103,400

These results do not purport to be indicative of the results of operations which actually would have resulted had the Grede Transaction occurred on January 1, 2013, or of the future results of operations of the Company.

The following table presents the revenues and earnings of MPG on a pro forma basis as if the HHI Transaction and the Metaldyne Transaction had occurred on January 1, 2011:

	Pro Forma 2012
	(In thousands)
Revenues: Net sales	$	1,917,600
Earnings: Income before income taxes		80,000

These results do not purport to be indicative of the results of operations which actually would have resulted had the HHI Transaction and the Metaldyne Transaction occurred on January 1, 2011, or of the future results of operations of the Company.

(6) Receivables

Receivables as of December 31 were stated net of the following allowances:

	2014		2013
	(In thousands)
Doubtful accounts	$	1,488		1,147
Pricing accruals and anticipated customer deductions		4,781		7,955
Returns		1,753		—
	$	8,022		9,102

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Receivables available for sale and sold under agreements with international factoring companies as of December 31 were as follows:

	2014		2013
	(In thousands)
Available for sale	$	51,865		56,067
Sold		43,844		28,915

(7) Inventories

Inventories as of December 31 were as follows:

	2014		2013
	(In thousands)
Raw materials	$	67,812		49,459
Work in process		69,929		55,197
Finished goods		67,048		50,144
Total inventories	$	204,789		154,800

(8) Property and Equipment

The carrying amount, accumulated depreciation and useful lives of property and equipment as of December 31 were as follows:

	Estimated Useful Lives		2014			2013
			(In thousands)
Land and land improvements		1 - 30	$	28,324			16,680
Buildings and improvements		1 - 30		94,050			54,260
Machinery and equipment		1 - 20		797,284			537,195
Assets not yet placed in service				114,053			69,749
				1,033,711			677,884
Accumulated depreciation				(283,529	)		(138,380	)
Property and equipment, net			$	750,181			539,504

Property and equipment are depreciated on a straight-line basis. Depreciation expense was $155.0 million for 2014, $126.9 million for 2013, $14.4 million for Successor Period 2012 and $19.7 million for Predecessor Period 2012.

Included in machinery and equipment are gross carrying values for assets under capital lease of $13.9 million and $15.3 million as of December 31, 2014 and 2013, respectively; related accumulated depreciation was $6.8 million and $4.0 million as of December 31, 2014 and 2013, respectively.

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(9) Goodwill

Changes in the carrying value of goodwill by segment were as follows:

	HHI Segment			Metaldyne Segment		Grede Segment		Total
	(In thousands)
Balance December 31, 2012	$	309,399			348,592		—		657,991
Balance December 31, 2013		309,399			348,592		—		657,991
Goodwill resulting from Grede Transaction		—			—		261,528		261,528
Impairment		(11,803	)		—		—		(11,803	)
Balance December 31, 2014	$	297,596			348,592		261,528		907,716

In conjunction with our annual impairment test, the Company concluded that the goodwill assigned to a reportable unit within the HHI segment (the “Unit”) was no longer recoverable. The Unit manufactures wheel bearings for a large OEM customer at our facility in Sandusky, Ohio (the “Sandusky facility”). Under the terms of our contract with this customer, labor costs at the Sandusky facility are subsidized by the customer. In our assessment of the recoverability of the Unit’s goodwill, the Company estimated the fair value of the Unit using an income method based on discounted cash flows, which resulted in a fair value below the carrying value. Key factors impacting a lower fair value included the scheduled attrition of programs for the OEM customer and the expiration of labor subsidies in September 2015. An impairment loss of $11.8 million was recognized in the fourth quarter of 2014, representing the full amount of goodwill assigned to the Unit.

(10) Amortizable Intangible Assets

The carrying amount and accumulated amortization of intangible assets as of December 31 were as follows:

	2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Customer relationships and platforms	$	745,200		(76,514	)		668,686
Other		126,360		(16,589	)		109,771
Total	$	871,560		(93,103	)		778,457

	2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Customer relationships and platforms	$	406,500		(30,293	)		376,207
Other		95,717		(7,968	)		87,749
Total	$	502,217		(38,261	)		463,956

Amortization expense was $54.8 million for 2014, $34.0 million for 2013, $4.3 million for Successor Period 2012, and $0.3 million for Predecessor Period 2012. As of December 31, 2014, the weighted-average useful life of customer relationships and platforms was 13 years.

Estimated amortization expense for the next five years is $70.1 million for 2015, $70.1 million for 2016, $70.0 million for 2017, $68.5 million for 2018 and $68.5 million for 2019.

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(11) Debt

The carrying value of debt as of December 31 was as follows:

	2014			2013
	(In thousands)
Short-term debt:
Revolving lines of credit	$	—			19,039
Other short-term debt		1,572			1,339
Total short-term debt	$	1,572			20,378
Long-term debt:
Term loans
Term Loan Facility	$	1,340,000			—
HHI Term Loans		—			565,894
Metaldyne USD Term Loan		—			535,535
Metaldyne Euro Term Loan		—			136,303
Senior Notes		600,000			—
Other long-term debt (various interest rates)		589			368
Total		1,940,589			1,238,100
Unamortized discount on term loans		(6,579	)		(8,088	)
Current maturities		(13,700	)		(20,424	)
Total long-term debt	$	1,920,310			1,209,588

Credit Facilities

In October 2014, MPG Holdco I Inc., the Company’s wholly owned subsidiary (“Holdco”) entered into a senior secured credit facility (the “Senior Credit Facilities”) consisting of a $1,350.0 million term loan (“Term Loan Facility”) and a $250.0 million revolving credit facility (“Revolving Credit Facility”).

Interest on the Term Loan Facility is accrued at a rate equal to the London Interbank Offered Rate (“LIBOR”) rate (bearing a LIBOR floor of 1.00%) plus an applicable margin of 3.25% or a base rate that is the higher of the Federal Funds Rate (plus 0.50%), the U.S. prime rate as published in the Wall Street Journal, or LIBOR (plus 1.00%), plus an applicable margin of 2.25%, at Holdco’s option. Prior to the Company’s initial public offering on December 12, 2014, the applicable margin was 3.50% for LIBOR rate loans and 2.50% for base rate loans. The interest rate in effect as of December 31, 2014 was 4.25%. The Term Loan Facility matures in 2021 and is payable in quarterly installments of $3.375 million beginning in March 2015. In December 2014, the Company made a prepayment of $10.0 million on the Term Loan Facility.

Interest on the Revolving Credit Facility is accrued at a rate equal to the LIBOR rate plus an applicable margin of 3.25% or a base rate that is the higher of the Federal Funds Rate (plus 0.50%), the U.S. prime rate as published in the Wall Street Journal, or LIBOR (plus 1.00%), plus an applicable margin of 2.25%, at Holdco’s option. The applicable margin is based on a leverage ratio grid and was 0.25% higher prior to the Company’s initial public offering on December 12, 2014. The Revolving Credit Facility is a five-year facility that matures in 2019. As of December 31, 2014, zero was outstanding under the Revolving Credit Facility and $234.4 million was available after giving effect to outstanding letters of credit.

Holdco pays fees with respect to the Revolving Credit Facility, including (i) an unused commitment fee of 0.50% or 0.375% based on a leverage ratio, (ii) fixed fees with respect to letters of credit of 3.25% per annum on the stated amount of each letter of credit outstanding during each month and (iii) customary administrative fees.

The agreement governing the Senior Credit Facilities contains certain covenants that, among other things, require MPG Holdco to maintain a leverage ratio once revolver borrowings and letters of credit exceed 35% of aggregate revolving credit commitments as defined under the terms of the Senior Credit Facilities and to comply with customary affirmative and negative covenants. In addition to scheduled maturities, the Term Loan Facility is subject to customary mandatory prepayments, including an excess cash flow sweep based on leverage ratio step downs and a mandatory prepayment for certain asset sales. Beginning in 2016, we are required to prepay a portion of the Term Loan Facility in an amount equal to a percentage of the preceding fiscal year’s excess cash flow, as defined, with such percentage based on our leverage ratio, as defined.

F-19

The agreements governing the Senior Credit Facilities and the Senior Notes restrict the payment of dividends except (i) to pay reasonable estimated amount of taxes as long as not prohibited by applicable laws, (ii) to pay legal, accounting, and reporting expenses, (iii) to pay general administrative costs and expenses, and reasonable directors fees, and expenses; (iv) to repurchase stock owned by employees, (v) for management or similar fees, (vi) to pay franchise or similar taxes to maintain corporate existence, (vii) permitted tax distributions, and (viii) to pay dividends up to $30.0 million or 6% of the net cash proceeds from an underwritten public offering of our common stock.

The Senior Credit Facilities are guaranteed by MPG and certain of its direct and indirect existing and future domestic subsidiaries and are secured on a first priority basis by all or substantially all of our assets, the assets of Holdco and each guarantor’s assets, including a pledge of capital stock of our U.S. subsidiaries that hold domestic assets and a portion of the capital stock of the first tier foreign subsidiaries of MPG and each guarantor. The Senior Notes are guaranteed by MPG and certain of its direct and indirect existing and future domestic subsidiaries. The Senior Notes are pari passu in right of payment with the Senior Credit Facilities, but are effectively subordinated to the Senior Credit Facilities to the extent of the value of the assets securing such indebtedness.

Notes

In October 2014, Holdco issued $600.0 million of senior notes (“Senior Notes”). The Senior Notes mature in 2022, and bear interest at a rate of 7.375%, payable semi-annually on April 15 and October 15 per the terms of the indenture governing the Senior Notes.

The indenture governing the Senior Notes contains certain covenants, including a covenant that restricts the payment of dividends except (i) to pay reasonable estimated amount of taxes as long as not prohibited by applicable laws, (ii) to pay legal, accounting, and reporting expenses, (iii) to pay general and administrative costs and expenses, and reasonable directors fees, and expenses, (iv) to repurchase stock owned by employees, (v) for management or similar fees, (vi) to pay franchise or similar taxes to maintain corporate existence and (vii) to pay dividends up to $30.0 million or 6% of the net cash proceeds from an underwritten public offering of our common stock.

The Company has agreed to use commercially reasonable efforts to register notes having substantially identical terms to the Senior Notes with the Securities and Exchange Commission by June 9, 2015.

Extinguished Debt

As of December 31, 2013, the Company had outstanding a combined total of $1,101.4 million in U.S. dollar denominated term loans (the “USD Term Loans”) and €99 million in a Euro denominated term loan (the “Euro Term Loan”). The USD Term Loans bore interest at a variable rate of LIBOR plus 3.75% or a base rate plus 2.75%. LIBOR was subject to a floor of 1.25% and the base rate was subject to a floor of 2.25%. The Euro Term Loan bore interest at a variable rate of Euro InterBank Offered Rate (“EURIBOR”) plus 5.25%. EURIBOR was subject to a floor of 1.25%.

The proceeds from the Term Loan Facility and Senior Notes were used to prepay the existing debt of Metaldyne, HHI, and Grede (collectively the “Extinguished Debt”), as well as, fees and expenses associated with the Term Loan Facility and Senior Notes (proceeds, prepayment and related fees and expenses collectively the “Refinancing”). In addition to the term loans outstanding at December 31, 2013, included in the Extinguished Debt was a seven-year $600.0 million term loan agreement maturing in 2021, which Grede entered into in June 2014, an incremental term loan of $115 million, which HHI entered into in May 2014. Prepayment of this debt resulted in the expensing of unamortized debt fees, expenses and original issue discount on the Extinguished Debt totaling $60.7 million within loss on debt extinguishment.

Prepayment of the Extinguished Debt of Metaldyne, HHI and Grede resulted in the elimination of the restrictions on the ability of each to pay dividends to MPG.

Scheduled Maturities of Long-term Debt

As of December 31, 2014, the Company’s scheduled principal payments of long-term debt for the five succeeding years were $13.7 million for 2015, $13.6 million for 2016, $13.8 million for 2017, $13.5 million for 2018 and $13.5 million for 2019. The scheduled principal payments are exclusive of potential required prepayments.

F-20

(12) Lease Commitments

The Company leases certain property and equipment under capital and operating lease arrangements that expire at various dates through 2036. Most of the operating leases provide the option, after the initial lease term, either to purchase the property or renew its lease at the then fair value.

Future minimum lease payments by the Company under capital and operating leases that have initial or remaining noncancelable terms in excess of one year as of December 31, 2014 are as follows:

	Capital Leases			Operating Leases
	(In thousands)
Company minimum lease payments:
2015	$	6,711		$	10,908
2016		5,100			8,753
2017		4,037			6,769
2018		4,098			5,778
2019		4,144			5,546
Thereafter		66,811			31,163
Total minimum payments		90,901		$	68,917
Amount representing interest		(64,679	)
Obligations under capital leases		26,222
Obligations due within one year		(2,797	)
Long-term obligations under capital leases	$	23,425

Rental expense for operating leases was $12.4 million for 2014, $11.5 million for 2013, $1.6 million for Successor Period 2012 and $5.3 million for Predecessor Period 2012.

(13) Equity, Dividends and Change in Accumulated Other Comprehensive Income

Equity

On August 4, 2014, in connection with the Combination, the issued and outstanding shares of HHI, Metaldyne and Grede were converted to shares of MPG. The number of MPG shares issued upon conversion was determined based on the relative fair value of each entity to the overall fair value of MPG at the time of the Combination. Upon completion of the Combination, 13.4 million shares of MPG common stock were issued and outstanding.

On November 18, 2014, MPG common stock was split at a 5-to-1 ratio, with each stockholder receiving four additional shares for each share held. Upon completion of the Stock Split, 67.1 million shares were outstanding. The number of authorized shares was increased to 400 million.

The Combination and the Stock Split have been retrospectively applied to the Successor Period financial statements.

On December 12, 2014, American Securities sold 10,000,000 shares of the Company’s common stock under an initial public offering (the “IPO”), for which no proceeds were received by the Company. The Company recognized costs directly attributable to the IPO of $5.6 million within paid-in capital.

Dividends

HHI paid dividends to HHI stockholders totaling $111.3 million and $131.9 million on May 2, 2014 and September 20, 2013, respectively. The dividends paid by HHI were primarily funded by incremental term loans. Metaldyne paid a dividend to Metaldyne stockholders totaling $125.0 million on October 31, 2013. The dividend paid by Metaldyne was funded by an incremental term loan. The Predecessor Company paid dividends totaling $70.0 million in Predecessor Period 2012.

F-21

Changes in Accumulated Other Comprehensive Income, Net of Tax

	Foreign Currency Items			Defined Benefit Items			Total
	(In thousands)
Predecessor
Balance, December 31, 2011	$	(626	)		(659	)		(1,285	)
Other comprehensive income before reclassifications		293			—			293
Balance, October 5, 2012	$	(333	)		(659	)		(992	)
Successor
Balance, October 6, 2012	$	—			—			—
Other comprehensive income before reclassifications		(388	)		6			(382	)
Balance, December 31, 2012		(388	)		6			(382	)
Other comprehensive income before reclassifications		(3,379	)		462			(2,917	)
Balance, December 31, 2013		(3,767	)		468			(3,299	)
Other comprehensive income before reclassifications		(23,954	)		(8,239	)		(32,193	)
Reclassifications		—			244			244
Balance, December 31, 2014	$	(27,721	)		(7,527	)		(35,248	)

(14) Net Income (Loss) Per Share Attributable to Stockholders (“EPS”)

The Company’s basic and diluted EPS were calculated as follows:

	Successor							Predecessor
	2014		2013		Successor Period 2012			Predecessor Period 2012
	(In thousands, except per share data)
Weighted-average shares outstanding
Basic		67,075		67,075		67,075			17,694
Equivalent shares for outstanding stock-based compensation awards		1,400		—		—			—
Diluted		68,475		67,075		67,075			17,694
Net income (loss) attributable to stockholders	$	72,827		57,568		(31,932	)	$	(25,778	)
EPS
Basic	$	1.09		0.86		(0.48	)	$	(1.46	)
Diluted		1.06		0.86		(0.48	)		(1.46	)

For 2014 and 2013 and Successor Period 2012, the weighted average shares outstanding were retrospectively adjusted to reflect MPG common stock outstanding upon completion of the Combination and the Stock Split; the equivalent shares for outstanding stock-based compensation awards were retrospectively adjusted to reflect the conversion of those awards into options to purchase shares of Common Stock of MPG and the Stock Split. For Predecessor Period 2012, the weighted average shares outstanding reflect the capital structure of HHI prior to the HHI Transaction.

The number of equivalent shares excluded from the calculation as they were anti-dilutive was 0.8 million for 2014, 3.5 million for 2013, 0.5 million for Successor Period 2012 and zero for the Predecessor Period 2012.

F-22

(15) Other Income (Expense)

	Successor									Predecessor
	2014			2013			Successor Period 2012			Predecessor Period 2012
	(In thousands)
Investment income	$	114			85			11		$	—
Foreign currency gains (losses)		15,723			(2,295	)		(1,548	)		—
Accounts receivable factoring commission		(918	)		(995	)		(15	)		—
Debt transaction expenses		(2,836	)		(6,014	)		—			(2,455	)
Other		(751	)		(8,653	)		42			—
Total other, net	$	11,332			(17,872	)		(1,510	)	$	(2,455	)

(16) Stock-based Compensation

In August 2014, the Board of Directors of MPG approved an equity incentive plan (the “MPG Plan”) for officers, key employees and non-employees. The MPG Plan permits the grant of equity awards to purchase up to 5.9 million shares of MPG common stock. All awards granted on or after August 4, 2014 were issued under the MPG Plan.

Restricted Shares

In December 2014, the Company granted restricted stock awards and restricted stock unit awards to certain members of management (collectively the “Restricted Shares”).

The following table summarizes the terms of the Restricted Shares:

Vesting Terms	Number of Shares		Grant-date Fair Value
	(In thousands)
1/4th on the 1st grant date anniversary and 3/4th on the 2nd grant-date anniversary		567	$	15.00
1/3rd per year on grant-date anniversary		280		15.00
		847

The Restricted Shares are being expensed based on their grant-date fair values on a straight-line basis over the requisite service period for the entire award. The grant-date fair values were determined using the fair value of the Company’s common stock as of the grant date.

Changes in the number of Restricted Shares outstanding for the year ended December 31, 2014 were as follows:

	Number of Shares		Grant-date Fair Value
	(In thousands)
Balance, December 31, 2013		—
Granted		847	$	15.00
Forfeited		—
Balance, December 31, 2014 Total minimum payments		847

Options

In August 2014, in conjunction with the Combination, all outstanding stock-based compensation awards were converted (the “Conversion”) to options to acquire MPG common stock (the “Converted Options”) and new options to acquire MPG common stock were granted (the “New Options” and collectively with the Converted Options, the “MPG Options”).

F-23

New Options

The following table summarizes the weighted average terms of the New Options:

Vesting Terms	Number of Options		Exercise Price		Contractual Terms
	(In thousands)				(In years)
100% upon grant		635	$	20.00		10
1/3rd per year on grant-date anniversary		560		20.00		10
1/5th upon grant and 1/5th on December 6 of following 4 years		357		20.00		10
		1,552

The New Options are being expensed based on their grant-date calculated values on a straight-line basis over the requisite service period for the entire award.

Grant-date calculated values for the New Options were determined using a Black-Scholes valuation model based on the following weighted average assumptions:

Grant-date calculated value (per share)	$	11.48
Exercise price	$	20.00
Expected term		6 years
Risk-free rate		1.8	%
Expected volatility		65.0	%
Expected dividend yield		0.0	%

The risk-free rate was determined based on U.S. Treasury yield curves of securities matching the expected term of the awards or a blend of securities with similar terms. The expected term was determined using the simplified method as the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Expected volatility was estimated based on historical volatility of comparable companies within our industry. As no dividend policy was established for MPG as of the grant date, the dividend yield assumption was 0%. Market value of MPG common stock was estimated to be $20.00 per share primarily through the use of an income approach based on the discounted cash flow method.

Converted Options

The Conversion was accounted for as a modification resulting from an equity restructuring. The terms of the original awards were modified to eliminate performance-based vesting with time-based vesting remaining as set forth in the original option agreements. The modification, which affected fifty-nine option holders, resulted in no incremental compensation cost to the Company. The number of options issued upon conversion and the exercise price of those options were determined based on the relative fair value of the underlying stock (HHI, Metaldyne or Grede) of the original awards to the overall fair value of MPG at the time of the Combination. In 2014, 970,395 awards were issued by Grede, in 2013, 39,885 awards were issued by HHI and 1,991,305 awards were issued by Metaldyne, and in 2012, 1,888,450 awards were issued under HHI’s plan.

The following table summarizes the weighted average terms of the Converted Options:

Vesting Terms	Number of Options		Exercise Price		Contractual Terms
	(In thousands)				(In years)
1/5th per year on the anniversary of the original grant date		4,890	$	7.54		10

The Converted Options are being expensed based on their grant-date calculated values on a straight-line basis over the requisite service period for the entire award.

F-24

Calculated values were determined using a Black-Scholes valuation model based on the following weighted average assumptions:

	Original Grant Year
	2014			2013			2012
Grant-date calculated value (per share)	$	12.66		$	16.05		$	17.50
Exercise price	$	18.66		$	6.17		$	3.31
Expected term		7 years			6 years			6 years
Risk-free rate		2.0	%		1.8	%		1.8	%
Expected volatility		65.0	%		65.0	%		65.0	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

Options Outstanding

Changes in the number of Options outstanding for the year ended December 31, 2014 were as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(In thousands)				(In years)		(In millions)
Balance, December 31, 2013		3,920	$	4.79
Granted		2,522		19.48
Exercised		—		—
Forfeited		—		—
Balance, December 31, 2014		6,442	$	10.54		8.5	$	49.2
Options exercisable, December 31, 2014		1,938	$	10.60		8.2	$	15.2

Predecessor Company

The Predecessor Company issued awards to certain key executives. The Predecessor Company primarily had two types of awards. One was based on service (“Timing RSUs”). The other was based upon a change in control of HHI (“Exit RSUs”). The Timing RSUs generally vested ratably over a three-year period from the grant date. The Exit RSUs were not previously recorded in the Predecessor Company’s financial statements, as they only vested once a change in control occurred.

Based on the HHI Transaction, all outstanding awards vested on October 5, 2012. Prior to the transaction, the Timing RSUs and Exit RSUs were accounted for as equity-based awards and the value was determined at the grant date. Equity-based awards with exit features such as a change in control provision are required to be recorded as liability-based awards once the change in control is deemed probable. A sale is probable once the transaction is consummated. As such, the awards were accounted for as fully vested liability awards on October 5, 2012 and recorded at fair value in Predecessor Period 2012. This resulted in recognizing a liability of $88.6 million, additional compensation expense of $86.0 million and a reversal of $2.6 million previously recorded in equity. Compensation expense was included within selling, general and administrative expense.

The Predecessor Company recognized additional compensation expense of $13.1 million, as part of the $86.0 million discussed above, for the 859,427 shares of Timing RSUs outstanding at the time of the HHI Transaction, when taking into consideration the $2.6 million of compensation expense previously recorded. All Timing RSUs were previously vested and the full grant-date fair value had been expensed during the vesting period, which was prior to 2011. Therefore, there was no compensation expense recognized in 2012 prior to the HHI Transaction.

The Exit RSUs did not vest until there was a change in control of HHI, therefore they became fully vested at the transaction date. The number and amount of vesting for each of the Exit RSUs was based upon return on investment at the time of the change in control of the Predecessor Company’s former parent (“KPS”) and, therefore, the number of Exit RSUs could not previously be computed until there was a change in control. Based on the transaction value, the Exit RSUs received the maximum value of 9.14%. As such, the total number of outstanding Exit RSUs as of the transaction date was 1,780,224 shares. As mentioned above, the HHI Transaction triggered a change in accounting for the awards from equity-based to liability-based. Therefore, the full fair value of the awards was expensed in Predecessor Period 2012, and a liability established, as no previous compensation expense was recorded. There was also a management catch-up provision to provide for the lost value of the Exit RSUs from the prior dividends taken by KPS. The total amount of compensation expense related to the Exit RSUs was $72.9 million, as part of the $86.0 million discussed above, which was recorded within selling, general and administrative expense.

F-25

Stock-based Compensation Expense

	Successor						Predecessor
	2014		2013		Successor Period 2012		Predecessor Period 2012
	(In thousands)
Restricted shares	$	309		—		—	$	86,025
Options		17,010		6,175		100		—
Total	$	17,319		6,175		100	$	86,025
Tax benefit	$	5,429		2,270		38	$	33,123

Compensation expense associated with the outstanding stock-based awards was recognized within selling, general and administrative expense. Total unrecognized compensation cost related to nonvested awards as of December 31, 2014 was approximately $37.6 million, which is expected to be recognized ratably over the remaining vesting terms.

(17) Income Taxes

	Successor									Predecessor
	2014			2013			Successor Period 2012			Predecessor Period 2012
	(In thousands)
Income (loss) before income taxes:
Domestic	$	(8,841	)		45,101			(47,304	)	$	(37,719	)
Foreign		63,020			47,729			170			954
	$	54,179			92,830			(47,134	)	$	(36,765	)
Provision (benefit) for income taxes:
Currently payable:
Federal	$	43,789			23,609			2,283		$	(16,545	)
Foreign		18,847			17,872			(151	)		292
State and local		7,026			2,849			—			—
		69,662			44,330			2,132			(16,253	)
Deferred:
Federal		(81,533	)		(6,086	)		(15,374	)		8,183
Foreign		(420	)		(3,496	)		(151	)		—
State and local		(6,791	)		221			(1,854	)		(3,053	)
		(88,744	)		(9,361	)		(17,379	)		5,130
Total income tax expense (benefit)	$	(19,082	)		34,969			(15,247	)	$	(11,123	)

F-26

The components of deferred taxes as of December 31 were as follows:

	2014			2013
	(In thousands)
Deferred tax assets:
Inventories	$	2,221			2,836
Property and equipment		4,025			4,405
Accrued liabilities and other long-term liabilities		16,586			8,422
Net operating losses		11,857			10,612
Capitalized transactions costs		2,469			5,041
Other		17,104			14,446
		54,262			45,762
Valuation allowance		(11,923	)		(7,055	)
		42,339			38,707
Deferred tax liabilities:
Property and equipment		83,574			96,395
Intangible assets		160,547			177,637
Investments in foreign subsidiaries		5,157			38,873
Investment in U.S. partnership		33,938			—
Debt issuance costs		—			14,663
Other		6,032			2,895
		289,248			330,463
Net deferred tax liability	$	246,909			291,756

The balance sheet presentation of net deferred tax liability follows:

	2014		2013
	(In thousands)
Assets:
Deferred income taxes, current	$	12,435		10,378
Deferred income taxes, noncurrent		1,359		2,785
Liabilities:
Deferred income taxes, current		—		16,959
Deferred income taxes, noncurrent		260,703		287,960
Net deferred tax liability	$	246,909		291,756

F-27

The following is a reconciliation of tax computed at the U.S. federal statutory rate to the provision for income taxes allocated to income from continuing operations:

	Successor									Predecessor
	2014			2013			Successor Period 2012			Predecessor Period 2012
	(In thousands)
U.S. federal statutory rate		35	%		35	%		35	%		35	%
Tax at U.S. federal statutory rate	$	18,963			32,491			(16,497	)	$	(12,868	)
State and local taxes, net of federal tax benefit		(1,439	)		1,628			(1,534	)		(1,288	)
Lower effective foreign tax rate		(6,048	)		(6,098	)		(492	)		—
Non-taxable income		(2,870	)		(2,666	)		(91	)		—
Deferred tax on outside basis of foreign shares		(31,619	)		5,031			470			—
Goodwill impairment		4,301			—			—			—
Nondeductible transaction/other expenses		3,655			3,438			2,961			1,353
Change in valuation allowance		4,868			(3,030	)		11			—
Changes in unrecognized tax benefits		(2,222	)		5,566			—			—
Changes in prior-year estimates		2,599			(386	)		—			—
Tax holidays, credits and incentives		(4,741	)		(1,543	)		—			—
Domestic production activities deduction		(2,321	)		(2,368	)		(205	)		1,681
Other, net		(2,208	)		2,906			130			(1	)
Income taxes	$	(19,082	)		34,969			(15,247	)	$	(11,123	)

The Company’s domestic deferred tax liabilities, net of reversing domestic tax assets, are attributable primarily to the basis difference of its domestic fixed assets and intangible assets.

In the fourth quarter of 2014, MPG made the assertion that the earnings of certain foreign subsidiaries within the Metaldyne segment are indefinitely reinvested. This determination resulted from the Refinancing in October 2014 and the IPO in December 2014, which added significant flexibility to the Company’s capital structure. The assertion is also supported by the operational and investing needs of the Company’s foreign locations. As a result of this change, the Company recorded a $31.6 million deferred tax benefit for the year ended December 31, 2014 to derecognize a portion of the deferred tax liabilities previously recorded.

As of December 31, 2014, the Company had approximately $97.2 million of foreign earnings attributed to the foreign subsidiaries that are indefinitely reinvested for which no U.S. income tax provision or deferred tax liabilities are recorded. If a U.S. deferred tax liability were to be recorded on those foreign earnings, the estimated tax liability would approximate $19.0 million. For those wholly owned foreign subsidiaries where basis differentials are not indefinitely reinvested, the Company provides deferred income taxes on the foreign earnings. As of December 31, 2014, this deferred income tax liability totaled $5.2 million. As of December 31, 2013, prior to the change in the indefinite reinvestment assertion, this amount was $38.9 million.

As of December 31, 2014 and 2013, the Company had state income tax NOL carryforwards of $8.3 million and $12.3 million, respectively. Of the December 31, 2014 balance, state NOL carryforwards totaling $7.6 million expire in 2015 and the remaining $0.7 million expire in 2024.

As of December 31, 2014 and 2013, certain foreign subsidiaries have NOL carryforward balances totaling $37.9 million and $33.9 million, respectively. Of the December 31, 2014 balance, foreign NOL carryforwards totaling $4.3 million will expire in various years ranging from 2018 through 2031, while the remaining balance of $33.6 million has no expiration date.

As of December 31, 2014 and 2013, a valuation allowance of $10.7 million and $7.1 million has been recorded for the tax effect on $42.5 million and $32.0 million of NOL carryforwards, respectively. During the year ended December 31, 2014, the Company recorded a valuation allowance against loss carryforwards of its Brazilian and French subsidiaries for a total of $3.9 million. Due to the history of losses at these entities, the Company concluded the negative evidence outweighed the positive evidence and it was no longer more likely than not that the net deferred tax assets would be realized. In addition to these NOL valuation allowances, the Company also recorded a valuation allowance of $1.3 million against its foreign tax credit carryforwards as of December 31, 2014. The Company believes that its foreign tax credits will not be utilized within the 10 year expiration period.

For its U.S. federal income tax provision, the Company has recorded a $3.0 million research and experimentation tax credit for the year ended December 31, 2014. In addition, the Company’s subsidiary located in Korea has a tax holiday, which reduced tax expense approximately $0.4 million, $1.1 million and $0.1 million for the years ended December 31, 2014 and 2013 and Successor Period 2012, respectively. The Korean tax holiday will expire at the end of 2015.

F-28

A reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2014 and 2013 and the year ended December 31, 2012 (inclusive of Successor Period 2012 and Predecessor Period 2012) follows:

	2014			2013		2012
	(In thousands)
Beginning balance		$9,606			4,040		3,703
Additions to tax positions related to the current period		295			—		170
Additions to tax positions related to the prior period		305			5,372		—
Reductions in tax positions resulting from settlements with taxing authorities		(1,281	)		—		—
Reductions in tax positions resulting from a lapse of the statute of limitations		(202	)		—		—
Other		(1,339	)		194		167
Ending balance		$7,384			9,606		4,040

The reserve for unrecognized tax benefits totaled $4.4 million and $6.3 million as of December 31, 2014 and 2013, respectively. This reserve primarily consists of foreign tax contingencies related to ongoing tax audits. Additionally, deferred tax assets related to net operating losses have been reduced by $3.0 million and $3.3 million as of December 31, 2014 and 2013, respectively. All of the Company’s unrecognized tax benefits would, if recognized, reduce its effective tax rate. In connection with the Metaldyne Transaction, the former owner’s stockholders have indemnified Metaldyne for all pre-closing taxes for a period of three years following the Metaldyne Transaction. An indemnification asset of $8.3 million and $7.3 million related to the foreign tax contingencies is recorded in receivables, net as of December 31, 2014 and 2013, respectively.

The Company recognizes both interest and penalties accrued with respect to an underpayment of income taxes as income tax expense. Related to the unrecognized tax benefits noted above, the amount of interest and penalty expense was $0.2 million, $0.5 million, $0.2 million and $0.2 million for the years ended December 31, 2014 and 2013, Successor Period 2012 and Predecessor Period 2012, respectively.

The Company has open tax years from 2004 to 2014 with varying taxing jurisdictions where taxes remain subject to examination including, but not limited to, the United States of America, Spain, France, Germany, and India. All necessary adjustments for the anticipated outcomes of ongoing examinations have been properly addressed or accrued. As of December 31, 2014 and 2013, since existing examinations remain pending, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits over the next twelve months.

(18) Employee Benefit Plans

The Company sponsors employee benefit plans for certain of its employees.

Defined Benefit Pension Plans

The Company sponsors defined benefit pension plans, including certain unfunded supplemental retirement plans, covering certain active and retired employees for its operations in the U.S., U.K., Germany, Mexico, France and Korea (the “Defined Benefit Pension Plans”).

The straight-line method is used to amortize prior service amounts and unrecognized net actuarial (gains) losses.

F-29

Changes in projected benefit obligations and plan assets for the years ended December 31 were as follows:

	2014						2013
	U.S.			Non-U.S.			U.S.		Non-U.S.
	(In thousands)
Accumulated benefit obligation at the end of the year	$	36,642			55,049			—		49,809
Change in projected benefit obligation:
Beginning projected benefit obligation	$	—			51,349			—		49,547
Obligations recognized with the Grede Transaction		33,864			—			—
Service cost		97			1,222			—		1,200
Interest cost		765			2,112			—		2,030
Actuarial (gain) loss		2,968			8,824			—		(1,363	)
Benefits paid		(778	)		(1,590	)		—		(1,555	)
Effect of settlements		(274	)		—			—		—
Exchange rate changes		—			(5,138	)		—		1,490
Ending projected benefit obligation	$	36,642			56,779			—		51,349
Change in plan assets:
Beginning fair value of plan assets	$	—			27,736			—		25,906
Plan assets recognized with the Grede Transaction		27,615			—			—		—
Actual return on plan assets		434			3,425			—		1,295
Employer contributions		341			1,562			—		1,466
Benefits paid		(778	)		(1,590	)		—		(1,555	)
Effect of settlements		(274	)		—			—		—
Exchange rate changes		—			(1,930	)		—		624
Ending fair value of plan assets	$	27,338			29,203			—		27,736

Amounts recognized on the balance sheets as of December 31 were as follows:

	2014						2013
	U.S.			Non-U.S.			U.S.		Non-U.S.
	(In thousands)
Amounts recognized in liabilities:
Current liabilities	$	—			(215	)		—		(401	)
Noncurrent liabilities		(9,304	)		(27,361	)		—		(23,212	)
Funded status		(9,304	)		(27,576	)		—		(23,613	)
Amounts recognized in accumulated other comprehensive income:
Net actuarial (gain) loss		3,471			5,743			—		(1,016	)
Total recognized on the balance sheets	$	(5,833	)		(21,833	)		—		(24,629	)

The current portion of the above retirement benefit liabilities is recognized in accrued liabilities and the noncurrent portion is recognized in other long-term liabilities.

Changes in accumulated comprehensive income for the years ended December 31 were as follows:

	2014					2013
	U.S.		Non-U.S.			U.S.		Non-U.S.
	(In thousands)
Beginning accumulated other comprehensive income	$	—		(1,016	)		—		—
Current period (gain) loss		3,471		7,280			—		(965	)
Exchange rate changes		—		(521	)		—		(51	)
Ending accumulated other comprehensive income	$	3,471		5,743			—		(1,016	)

The amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit cost in 2015 are de minimis for the U.S. plans and $0.2 million for the non-U.S. plans.

F-30

Weighted average assumptions used to determine the benefit obligations as of December 31 were as follows:

	2014						2013
	U.S.			Non-U.S.			U.S.		Non-U.S.
Discount rate		3.77	%		3.08	%		—		4.26	%
Rate of compensation increase		Not applicable			4.74			—		4.80

Weighted average assumptions used to determine net periodic benefit cost for the periods ended of December 31 were as follows:

	2014						2013					Successor 2012
	U.S.			Non-U.S.			U.S.		Non-U.S.			U.S.		Non-U.S.
Discount rate		4.04	%		4.26	%		—		4.23	%		—		4.23	%
Expected long-term return of plan assets		7.25			6.77			—		6.77			—		6.77
Rate of compensation increase		Not applicable			4.80			—		4.85			—		4.86

The discount rate used was determined based upon available yields for high quality corporate and government bonds of the plan countries, utilizing similar durations/terms and currencies of the plan liabilities. The non-U.S. country specific rates are weighted by projected benefit obligation to arrive at a single weighted average rate.

The expected long-term rate of return for the plans’ total assets is based on the expected return of each of the below asset categories, weighted based on the target allocation for each class. Equity securities and growth assets are expected to return 7% to 9% over the long-term, while debt securities and liability matching assets are expected to return between 3% and 5%.

The rate of compensation increase for the U.S. plans is not applicable as the plans’ benefits are based upon credited years of service.

Net periodic benefit cost for the periods ended of December 31 was as follows:

	2014						2013					Successor 2012
	U.S.			Non-U.S.			U.S.		Non-U.S.			U.S.		Non-U.S.
	(In thousands)
Service cost	$	97			1,222			—		1,200			—		38
Interest cost		765			2,112			—		2,030			—		82
Expected return on plan assets		(959	)		(1,868	)		—		(1,693	)		—		(62	)
Amortization of net actuarial gain		—			(12	)		—		—			—		—
Effect of settlement		22			17			—		—			—		—
Net periodic benefit cost	$	(75	)		1,471			—		1,537			—		58

F-31

The weighted average asset allocations as of December 31 were as follows:

	2014						2013
	U.S.			Non-U.S.			U.S.		Non-U.S.
Asset category:
Equity securities		49	%		70	%		—		76	%
Debt securities		41			25			—		19
Real estate		10			—			—		—
Cash		—			4			—		3
Other		—			1			—		2
Total		100	%		100	%		—		100	%

Certain policies are established to provide for growth of capital with a moderate level of volatility by investing assets per the target allocations. The plans’ asset allocation percentages at December 31, 2014 and 2013 approximated the target asset allocation ranges. The targeted asset allocations and the investment policies are reviewed periodically to determine if the policies should be changed.

Fair value measurements for plan assets as of December 31, 2014 were as follows:

	Total		Level 1		Level 2		Level 3
	(In thousands)
Asset category:
U.S. Plans
Mutual funds:
Equity securities	$	13,379		—		13,379		—
Fixed income securities		11,279		—		11,279		—
Real estate		2,680		—		—		2,680
Total	$	27,338		—		24,658		2,680
Non-U.S. Plans
Cash and cash equivalents	$	770		770		—		—
Mutual funds (non-U.S.):
Equity securities		20,369		—		20,369		—
Fixed income securities		6,660		—		6,660		—
Mixed asset mutual funds (equity/fixed income)		1,404		—		1,404		—
Total	$	29,203		770		28,433		—

F-32

Fair value measurements as of December 31, 2013 were as follows:

	Total		Level 1		Level 2		Level 3
	(In thousands)
Non-U.S. Plans
Cash and cash equivalents	$	815		815		—		—
Mutual funds (non-U.S.):
Equity securities		20,174		—		20,174		—
Fixed income securities		4,651		—		4,651		—
Mixed asset mutual funds (equity/fixed income)		2,096		—		2,096		—
Total	$	27,736		815		26,921		—

Level 1 assets include cash and cash equivalents and are valued at cost. Level 2 assets include investments in mutual funds and are valued using observable market inputs. Level 3 assets include investments in real estate and are valued using unobservable inputs that are significant to the overall fair value measurement.

The following table summarizes the changes in Level 3 assets:

	(In thousands)
Balance as of December 31, 2013	$	—
Fair value of plan assets from Grede Transaction		2,839
Return on plan assets		62
Purchases		39
Sales		(260	)
Balance as of December 31, 2014	$	2,680

Contributions to the U.S. plans and the non-U.S. plans in 2015 are estimated to be $0.4 million and $1.3 million, respectively. Contributions are expected to meet or exceed the minimum funding requirements of the relevant governmental authorities. Contributions may be made in excess of the minimum funding requirements in response to the plans’ investment performance, to achieve funding levels required by defined benefit plan arrangements or when deemed to be financially advantageous to do so based on their other cash requirements.

The following payments, which reflect expected future service, as appropriate, are expected to be paid by the plans:

	U.S.		Non-U.S.
	(In thousands)
December 31:
2015	$	1,600		1,310
2016		1,757		1,594
2017		1,677		1,693
2018		2,020		1,788
2019		1,789		1,854
2020–2024		10,900		11,438

Defined Contribution Plans

The Company sponsors a number of qualified defined contribution personal savings plans for U.S. hourly and salaried employees. These plans allow eligible employees to contribute a portion of their compensation into the plans and generally provide employer matching contributions. In addition to the employer match, for certain of the plans, a contribution is made for each participant based on a dollar amount per hour worked. Contributions were $6.7 million for 2014, $4.9 million for 2013, and $3.0 million for 2012, inclusive of the Predecessor and Successor Periods.

F-33

(19) Fair Value Measurements

The carrying value and fair value of the notes and term loans as of December 31 were as follows:

	2014				2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Senior Notes	$	600,000		615,000		—		—
Term Loan		1,333,421		1,343,350		—		—
HHI Term Loan		—		—		561,940		572,600
Metaldyne Term Loans		—		—		667,704		677,721

The fair values of the Senior Notes and Term Loan were estimated using quoted market prices. As the markets for these loans are not active, the loans are categorized as Level 2 within the fair value hierarchy. The fair values of the HHI Term Loan were estimated using a discounted cash flow analysis based on inputs consisting of internal forecasts and projections and have, therefore, been categorized as Level 3 within the fair value hierarchy. The fair values of the Metaldyne Term Loans were estimated using quoted market prices. As the markets for these loans are not active, the loans are categorized as Level 2 within the fair value hierarchy.

The fair value of the Company’s other financial instruments, cash and cash equivalents, revolving lines of credit and other long-term debt, are estimated to equal their carrying values due to their nature.

(20) Commitments and Contingencies

Various claims, lawsuits and administrative proceedings are pending or threatened against the Company or its subsidiaries, covering a wide range of matters that arise in the ordinary course of the Company’s business activities, primarily with respect to commercial, environmental and occupational and employment matters. Commercial disputes vary in nature and have historically been resolved by negotiations between the parties. Although the outcome of any of these matters cannot be predicted with certainty, the Company does not believe that any of these proceedings or matters in which the Company is currently involved will have a material adverse effect on the Company’s results of operations, financial position or cash flows.

In addition, the Company is conducting remedial actions at certain of its facilities. A reserve estimate for each environmental matter is established using standard engineering cost estimating techniques on an undiscounted basis. In determining such costs, consideration is given to the professional judgment of Company environmental engineers. The Company believes any liability that may result from the resolution of environmental matters for which sufficient information is available to support these cost estimates will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. The Company cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters on the Company’s results of operations, financial position or cash flows or the possible effect of compliance with environmental requirements imposed in the future.

As of December 31, 2014, 38% of the Company’s worldwide labor force was subject to collective bargaining agreements. The Company does not have national agreements in place with any union and its facilities are represented by a variety of different labor organizations. Collective bargaining agreements covering 20% of the labor force expire in 2015. The remaining agreements expire in 2016 through 2018.

(21) Related Party Transactions

HHI, Metaldyne and Grede were parties to management services agreement with American Securities. Advisory and management fees and expenses totaling $14.7 million for 2014, $4.5 million for 2013 and $16.3 million for Successor Period 2012 were paid to American Securities under the agreements. These agreements were terminated upon completion of the initial public offering of the Company’s common stock on December 12, 2014. Amounts due to American Securities totaled $0.0 million and $0.6 million as of December 31, 2014 and 2013, respectively

As of December 31, 2014, affiliates of American Securities held 80.7% of the outstanding common stock of the Company.

Prior to the HHI Transaction, an agreement with KPS and its affiliates to provide management, investment, advisory and consulting services was in place. Advisory fees in connection to the HHI Transaction and management fees and expenses of $1.3 million for Predecessor Period 2012 were paid to KPS under the agreement.

(22) Segment and Geographical Data

The Company is organized and operated as three operating segments: the HHI segment, the Metaldyne segment and the Grede segment.

F-34

The HHI segment manufactures highly-engineered metal-based products for the North American light vehicle market. These components are used in Powertrain and Safety-Critical applications, including transmission components, drive line components, wheel hubs, axle ring and pinion gears, sprockets, balance shaft gears, timing drive systems, variable valve timing (“VVT”) components, transfer case components and wheel bearings.

The Metaldyne segment manufactures highly-engineered metal-based Powertrain products for the global light vehicle markets. These components include connecting rods, VVT components, balance shaft systems, and crankshaft dampers, differential gears, pinions and assemblies, valve bodies, hollow and solid shafts, clutch modules and assembled end covers.

The Grede segment manufactures cast, machined and assembled components for the light, commercial and industrial (agriculture, construction, mining, rail, wind energy and oil field) vehicle and equipment end-markets. These components are used in Powertrain and Safety-Critical applications, including turbocharger housings, differential carriers and cases, scrolls and covers, brake calipers and housings, knuckles, control arms and axle components.

The Company evaluates the performance of its operating segments based on external sales and Adjusted EBITDA. Adjusted EBITDA is calculated as net income (loss) before tax adjusted to exclude depreciation and amortization expense, interest expense, net and other income and expenses that are either non-recurring or non-cash by nature, as well as management fees paid to American Securities (“sponsor management fees”). Adjusted EBITDA is a primary driver of cash flows from operations and a measure of our ability to maintain and continue to invest in our operations and provide stockholder returns. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

Segment information for 2014, 2013 and Successor Period 2012 was as follows:

	2014											December 31, 2014
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Expenditures		Depreciation/ Amortization		Total Assets
	(In thousands)
HHI	$	968,508		9,036			193,480		61,644		76,854	$	944,104
Metaldyne		1,176,367		1,173			202,353		70,484		92,504		1,216,375
Grede		572,126		7			82,758		24,262		41,450		982,005
Elimination and other		—		(10,216	)		—		—		—		82,128
Total	$	2,717,001		—			478,591		156,390		210,807	$	3,224,612

	2013											December 31, 2013
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Expenditures		Depreciation/ Amortization		Total Assets
	(In thousands)
HHI	$	906,516		9,942			175,033		45,068		71,740	$	993,512
Metaldyne		1,110,765		1,242			188,059		77,188		91,642		1,223,984
Elimination and other		—		(11,184	)		—		—		—		(680	)
Total	$	2,017,281		—			363,092		122,256		163,382	$	2,216,816

F-35

	Successor Period 2012
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Expenditures		Depreciation/ Amortization
						(In thousands)
HHI	$	186,416		—			28,511		8,498		15,207
Metaldyne		18,897		13			881		1,932		3,485
Elimination and other		—		(13	)		—		—		—
Total	$	205,313		—			29,392		10,430		18,692

Elimination and other above reflects the elimination of intercompany sales, payables and receivables and assets held by the parent company. Assets held by the parent company primarily consist of cash and cash equivalents, deferred tax assets and unamortized debt fees. For Predecessor Period 2012, the Company had only one segment.

Reconciliation of Adjusted EBITDA to income (loss) before tax follows:

	Successor
	2014			2013			Successor Period 2012
	(In thousands)
Adjusted EBITDA	$	478,591			363,092			29,392
Depreciation and amortization		(210,807	)		(163,382	)		(18,692	)
Interest expense, net		(99,894	)		(74,667	)		(11,148	)
Loss on debt extinguishment		(60,713	)		—			—
Gain (loss) on foreign currency		15,723			(2,295	)		(1,548	)
Gain (loss) on fixed assets		(2,125	)		(1,419	)		—
Debt transaction expenses		(2,973	)		(6,014	)		—
Stock-based compensation		(17,319	)		(6,175	)		(100	)
Sponsor management fees		(5,078	)		(4,000	)		(555	)
Non-recurring acquisition and purchase accounting items		(22,994	)		(10,491	)		(43,254	)
Non-recurring operational items		(18,232	)		(1,819	)		(1,229	)
Income (loss) before tax	$	54,179			92,830			(47,134	)

The following table presents total assets, long-lived assets and net assets by geographic area, attributed to each subsidiary’s continent of domicile as of December 31, 2014 and 2013.

	2014						2013
	Total assets		Noncurrent assets		Net assets		Total assets		Noncurrent assets		Net assets
	(In thousands)
United States of America	$	2,684,690		2,178,658		199,414		1,777,301		1,456,689		50,950
Europe		308,667		187,870		196,577		308,085		203,242		194,756
Other foreign		231,255		111,948		128,971		131,430		47,703		79,474
Total foreign		539,922		299,818		325,548		439,515		250,945		274,230
Total	$	3,224,612		2,478,476		524,962		2,216,816		1,707,634		325,180

F-36

The following table presents the net sales by geographic area, attributed to each subsidiary’s continent of domicile:

	Successor						Predecessor
	2014		2013		Successor Period 2012		Predecessor Period 2012
	(In thousands)
United States of America	$	2,035,941		1,487,596		193,666	$	674,134
Europe		403,506		384,040		4,530		—
Other foreign		277,554		145,645		7,117		6,380
Total foreign		681,060		529,685		11,647		6,380
Total	$	2,717,001		2,017,281		205,313	$	680,514

During 2014, direct sales to two customers accounted for 16% and 10% of net sales, respectively.

(23) Summarized Quarterly Financial Information (Unaudited)

	2014 Quarter Ended
	March 30		June 29		September 28		December 31		Full Year
	(In thousands, except EPS amounts)
Net sales	$	540,459		641,403		772,967		762,172		2,717,001
Gross profit		83,266		104,179		117,441		118,007		422,893
Net income attributable to stockholders		22,602		15,384		24,600		10,241		72,827
Basic EPS	$	0.34		0.23		0.37		0.15		1.09
Diluted EPS		0.33		0.22		0.36		0.15		1.06

	2013 Quarter Ended
	March 31		June 30		September 29		December 31		Full Year
	(In thousands, except EPS amounts)
Net sales	$	497,409		513,614		494,898		511,360		2,017,281
Gross profit		74,357		78,708		75,949		79,594		308,608
Net income attributable to stockholders		17,596		23,949		12,042		3,981		57,568
Basic EPS	$	0.26		0.36		0.18		0.06		0.86
Diluted EPS		0.26		0.36		0.18		0.06		0.86

(24) Guarantor

The outstanding balances of the Senior Credit Facilities and Senior Notes, entered into and issued on October 20, 2014, are guaranteed by all of the Company’s existing and future domestic subsidiaries (“Guarantor Subsidiaries”). All of the Guarantor Subsidiaries are 100% owned by Metaldyne Performance Group Inc. and Holdco (together, “Parent”). The guarantee is full, unconditional, joint and several. The Company’s non-domestic subsidiaries have not guaranteed the Senior Credit Facilities or the Senior Notes (“Non-Guarantor Subsidiaries”).

The accompanying supplemental condensed, consolidating financial information is presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company’s share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

F-37

Condensed Consolidating Balance Sheet

December 31, 2014

(In thousands)

	Parent		Issuer		Guarantor			Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$	1		52,253		3,182			101,062		—			156,498
Receivables, net:														—
Trade		—		—		253,648			61,805		(2,510	)		312,943
Other		—		266		55,750			19,511		(43,584	)		31,943
Total receivables, net		—		266		309,398			81,316		(46,094	)		344,886
Inventories		—		—		157,379			47,410		—			204,789
Deferred income taxes		—		—		8,560			3,875		—			12,435
Prepaid expenses		600		2,770		6,986			2,648		—			13,004
Other assets		—		—		6,425			8,099		—			14,524
Total current assets		601		55,289		491,930			244,410		(46,094	)		746,136
Property and equipment, net		—		—		517,700			232,481		—			750,181
Goodwill		—		—		673,209			234,507		—			907,716
Amortizable intangible assets, net		—		—		616,313			162,144		—			778,457
Deferred income taxes, noncurrent		—		—		—			1,359		—			1,359
Intercompany receivables		11,982		1,858,569		—			—		(1,870,551	)		—
Other assets		—		24,581		15,694			13,439		(12,951	)		40,763
Investment in subsidiaries		516,381		529,838		656,504					(1,702,723	)		—
Total assets	$	528,964		2,468,277		2,971,350			888,340		(3,632,319	)		3,224,612
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—		538		197,088			103,662		(15,820	)		285,468
Accrued compensation		—		—		36,357			14,595		—			50,952
Accrued liabilities		918		17,937		38,353			53,124		(30,398	)		79,934
Deferred income taxes		—		—		—			—		—			—
Short-term debt		—		—		268			1,304		—			1,572
Current maturities, long-term debt and capital lease obligations		—		13,500		(19,034	)		22,031		—			16,497
Total current liabilities		918		31,975		253,032			194,716		(46,218	)		434,423
Long-term debt, less current maturities		—		1,919,921		12,826			390		(12,827	)		1,920,310
Capital lease obligations		—		—		23,384			41		—			23,425
Deferred income taxes		—		—		254,433			6,270		—			260,703
Intercompany payables		5,583		—		1,864,968			—		(1,870,551	)
Other long-term liabilities		—		—		32,869			27,920		—			60,789
Total liabilities		6,501		1,951,896		2,441,512			229,337		(1,929,596	)		2,699,650
Stockholders’ equity:
Total equity attributable to stockholders		522,463		516,381		529,838			656,504		(1,702,723	)		522,463
Noncontrolling interest		—				—			2,499		—			2,499
Total stockholders’ equity		522,463		516,381		529,838			659,003		(1,702,723	)		524,962
Total liabilities and shareholders’ equity	$	528,964		2,468,277		2,971,350			888,340		(3,632,319	)		3,224,612

F-38

Condensed Consolidating Balance Sheet

December 31, 2013

(In thousands)

	Parent		Issuer		Guarantor		Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$	—				720		67,504		—			68,224
Receivables, net:													—
Trade		—				180,015		42,289		—			222,304
Other		—				50,345		20,610		(44,350	)		26,605
Total receivables, net		—		—		230,360		62,899		(44,350	)		248,909
Inventories		—				110,010		44,790		—			154,800
Deferred income taxes		—				7,685		2,693		—			10,378
Prepaid expenses		—				8,928		1,822		—			10,750
Other assets		—				10,989		5,132		—			16,121
Total current assets		—		—		368,692		184,840		(44,350	)		509,182
Property and equipment, net		—				364,700		174,804		—			539,504
Goodwill		—				466,749		191,242		—			657,991
Amortizable intangible assets, net		—				350,451		113,505		—			463,956
Deferred income taxes, noncurrent		—				—		2,785		—			2,785
Intercompany receivables		—				—		—		—
Other assets		—				42,636		14,001		(13,239	)		43,398
Investment in subsidiaries		323,085		323,085		511,751				(1,157,921	)		—
Total assets	$	323,085		323,085		2,104,979		681,177		(1,215,510	)		2,216,816
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—				120,967		78,323		(18,709	)		180,581
Accrued compensation		—				28,246		11,833		—			40,079
Accrued liabilities		—				35,645		45,319		(26,053	)		54,911
Deferred income taxes		—				16,396		563		—			16,959
Short-term debt		—				18,439		1,939		—			20,378
Current maturities, long-term debt and capital lease obligations		—				24,025		118		—			24,143
Total current liabilities		—		—		243,718		138,095		(44,762	)		337,051
Long-term debt, less current maturities		—				1,222,143		272		(12,827	)		1,209,588
Capital lease obligations		—				25,868		69		—			25,937
Deferred income taxes		—				282,865		5,095		—			287,960
Intercompany payables		—				—		—		—
Other long-term liabilities		—				7,300		23,800		—			31,100
Total liabilities		—		—		1,781,894		167,331		(57,589	)		1,891,636
Stockholders’ equity:
Total equity attributable to stockholders		323,085		323,085		323,085		511,751		(1,157,921	)		323,085
Noncontrolling interest		—				—		2,095		—			2,095
Total stockholders’ equity		323,085		323,085		323,085		513,846		(1,157,921	)		325,180
Total liabilities and shareholders’ equity	$	323,085		323,085		2,104,979		681,177		(1,215,510	)		2,216,816

F-39

Successor

Condensed Consolidating Statements of Operations

(In thousands)

For the Year Ended December 31, 2014	Parent		Issuer			Guarantor			Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net sales	$	—		—			2,109,613			723,711		(116,323	)		2,717,001
Cost of sales		—		—			1,793,437			616,994		(116,323	)		2,294,108
Gross profit		—		—			316,176			106,717		—			422,893
Selling, general and administrative expenses		—		—			157,221			37,369		—			194,590
Acquisition costs		—		—			13,046			—		—			13,046
Goodwill impairment loss		—		—			11,803			—		—			11,803
Operating profit (loss)		—		—			134,106			69,348		—			203,454
Interest expense, net		—		22,279			67,395			10,220		—			99,894
Loss on debt transactions		—		—			60,713			—		—			60,713
Other, net		—		—			(16,356	)		5,024		—			(11,332	)
Other expense, net		—		22,279			111,752			15,244		—			149,275
Income (loss) before tax		—		(22,279	)		22,354			54,104		—			54,179
Income tax expense (benefit)		0		(8,822	)		(26,811	)		16,551		—			(19,082	)
Income (loss) before equity income		0		(13,457	)		49,165			37,553		—			73,261
Earnings (loss) from equity in subsidiaries		72,827		86,284			37,119			—		(196,230	)		—
Net income (loss)		72,827		72,827			86,284			37,553		(196,230	)		73,261
Income attributable to noncontrolling interest		—		—			—			434		—			434
Net income (loss) attributable to stockholders	$	72,827		72,827			86,284			37,119		(196,230	)		72,827
For the Year Ended December 31, 2013	Parent		Issuer			Guarantor			Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net sales	$	—		—			1,508,294			617,991		(109,004	)		2,017,281
Cost of sales		—		—			1,290,448			527,229		(109,004	)		1,708,673
Gross profit		—		—			217,846			90,762		—			308,608
Selling, general and administrative expenses		—		—			92,782			30,457		—			123,239
Acquisition costs		—		—			—			—		—			—
Operating profit (loss)		—		—			125,064			60,305		—			185,369
Interest expense, net		—		—			65,978			8,689		—			74,667
Loss on debt transactions		—		—			—			—		—			—
Other, net		—		—			3,944			13,928		—			17,872
Other expense, net		—		—			69,922			22,617		—			92,539
Income (loss) before tax		—		—			55,142			37,688		—			92,830
Income tax expense (benefit)		—		—			20,502			14,467		—			34,969
Income (loss) before equity income		—		—			34,640			23,221		—			57,861
Earnings (loss) from equity in subsidiaries		57,568		57,568			22,928			—		(138,064	)		—
Net income (loss)		57,568		57,568			57,568			23,221		(138,064	)		57,861
Income attributable to noncontrolling interest		—		—			—			293		—			293
Net income (loss) attributable to stockholders	$	57,568		57,568			57,568			22,928		(138,064	)		57,568

F-40

Condensed Consolidating Statements of Operations

(In thousands)

For the Successor Period 2012	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Net sales	$	—			—			194,467			13,944			(3,098	)		205,313
Cost of sales		—			—			184,814			17,798			(3,098	)		199,514
Gross profit		—			—			9,653			(3,854	)		—			5,799
Selling, general and administrative expenses		—			—			13,580			774			—			14,354
Acquisition costs		—			—			25,921			—			—			25,921
Operating profit (loss)		—			—			(29,848	)		(4,628	)		—			(34,476	)
Interest expense, net		—			—			10,884			264			—			11,148
Loss on debt transactions		—			—			—			—			—			—
Other, net		—			—			1,888			(378	)		—			1,510
Other expense, net		—			—			12,772			(114	)		—			12,658
Income (loss) before tax		—			—			(42,620	)		(4,514	)		—			(47,134	)
Income tax expense (benefit)		—			—			(14,919	)		(328	)		—			(15,247	)
Income (loss) before equity income		—			—			(27,701	)		(4,186	)		—			(31,887	)
Earnings (loss) from equity in subsidiaries		(31,932	)		(31,932	)		(4,231	)		—			68,095			—
Net income (loss)		(31,932	)		(31,932	)		(31,932	)		(4,186	)		68,095			(31,887	)
Income attributable to noncontrolling interest		—			—			—			45			—			45
Net income (loss) attributable to stockholders	$	(31,932	)		(31,932	)		(31,932	)		(4,231	)		68,095			(31,932	)
For the Predecessor Period 2012	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Net sales	$	—			—			675,141			6,380			(1,007	)		680,514
Cost of sales		—			—			554,376			5,623			(1,007	)		558,992
Gross profit		—			—			120,765			757			—			121,522
Selling, general and administrative expenses		—			—			116,645			—			—			116,645
Acquisition costs		—			—			13,421			—			—			13,421
Operating profit (loss)		—			—			(9,301	)		757			—			(8,544	)
Interest expense, net		—			—			25,766			—			—			25,766
Loss on debt transactions		—			—			—			—			—			—
Other, net		—			—			2,652			(197	)		—			2,455
Other expense, net		—			—			28,418			(197	)		—			28,221
Income (loss) before tax		—			—			(37,719	)		954			—			(36,765	)
Income tax expense (benefit)		—			—			(11,415	)		292			—			(11,123	)
Income (loss) before equity income		—			—			(26,304	)		662			—			(25,642	)
Earnings (loss) from equity in subsidiaries		—			—			—			—			—			—
Net income (loss)		—			—			(26,304	)		662			—			(25,642	)
Income attributable to noncontrolling interest		—			—			—			136			—			136
Net income (loss) attributable to stockholders	$	—			—			(26,304	)		526			—			(25,778	)

F-41

Condensed Consolidating Statements of Comprehensive Income (Loss)

(In thousands)

	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
Successor: For the year ended December 31, 2014
Net income (loss)	$	72,827		$	72,827		$	86,284		$	37,553		$	(196,230	)	$	73,261
Other comprehensive income (loss), net of tax:
Foreign currency translation		(23,984	)		(23,552	)		(23,552	)		(22,184	)		69,288			(23,984	)
Net actuarial gain (loss) on defined benefit plans		(7,995	)		(7,995	)		(7,995	)		(4,730	)		20,720			(7,995	)
Other comprehensive income (loss), net of tax		(31,979	)		(31,547	)		(31,547	)		(26,914	)		90,008			(31,979	)
Comprehensive income (loss)		40,848			41,280			54,737			10,639			(106,222	)		41,282
Less comprehensive income attributable to noncontrolling interest		—			—			—			404			—			404
Comprehensive income (loss) attributable to stockholders	$	40,848			41,280			54,737			10,235			(106,222	)		40,878
Successor: For the year ended December 31, 2013
Net income (loss)	$	57,568			57,568			57,568			23,221			(138,064	)		57,861
Other comprehensive income (loss), net of tax:
Foreign currency translation		(3,481	)		(3,481	)		(3,481	)		(1,866	)		8,828			(3,481	)
Net actuarial gain (loss) on defined benefit plans		462			462			462			708			(1,632	)		462
Other comprehensive income (loss), net of tax		(3,019	)		(3,019	)		(3,019	)		(1,158	)		7,196			(3,019	)
Comprehensive income (loss)		54,549			54,549			54,549			22,063			(130,868	)		54,842
Less comprehensive income attributable to noncontrolling interest		—			—			—			191			—			191
Comprehensive income (loss) attributable to stockholders	$	54,549			54,549			54,549			21,872			(130,868	)		54,651
Successor: For Successor Period 2012
Net income (loss)	$	(31,932	)		(31,932	)		(31,932	)		(4,186	)		68,095			(31,887	)
Other comprehensive income (loss), net of tax:
Foreign currency translation		(397	)		(397	)		(397	)		(790	)		1,584			(397	)
Net actuarial gain (loss) on defined benefit plans		6			6			6			—			(12	)		6
Other comprehensive income (loss), net of tax		(391	)		(391	)		(391	)		(790	)		1,572			(391	)
Comprehensive income (loss)		(32,323	)		(32,323	)		(32,323	)		(4,976	)		69,667			(32,278	)
Less comprehensive income attributable to noncontrolling interest		—			—			—			36			—			36
Comprehensive income (loss) attributable to stockholders	$	(32,323	)		(32,323	)		(32,323	)		(5,012	)		69,667			(32,314	)
Predecessor: For Predecessor Period 2012
Net income (loss)	$	—			—			(26,304	)		662			—			(25,642	)
Other comprehensive income (loss), net of tax:
Foreign currency translation		—			—			—			296			—			296
Net actuarial gain (loss) on defined benefit plans		—			—			—			—			—			—
Other comprehensive income (loss), net of tax		—			—			—			296			—			296
Comprehensive income (loss)		—			—			(26,304	)		958			—			(25,346	)
Less comprehensive income attributable to noncontrolling interest		—			—			—			139			—			139
Comprehensive income (loss) attributable to stockholders	$	—			—			(26,304	)		819			—			(25,485	)

F-42

Condensed Consolidating Statements of Cash Flows

(In thousands)

	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Successor: For the year ended December 31, 2014
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	11,982			2,768			205,363			85,308			—			305,421
Cash flow from investing activities:
Capital expenditures		—			—			(116,815	)		(39,575	)		—			(156,390	)
Proceeds from sale of fixed assets		—			—			541			879			—			1,420
Capitalized patent costs		—			—			(243	)		—			—			(243	)
Grede Transaction, net of cash acquired		—			—			(812,578	)		(17,078	)		—			(829,656	)
HHI Transaction, net of cash acquired		—			—			—			—			—			—
Metaldyne Transaction, net of cash acquired		—			—			—			—			—			—
Release of escrow from the Metaldyne Transaction		—			—			—			—			—			—
Intercompany activities		(6,399	)		(1,858,569	)		—			—			1,864,968			—
Net cash used for investing activities		(6,399	)		(1,858,569	)		(929,095	)		(55,774	)		1,864,968			(984,869	)
Cash flows from financing activities:
Cash dividends		—			—			(111,259	)		—			—			(111,259	)
Other stock activity		—			—			(2,444	)		—			—			(2,444	)
Proceeds from stock issuance		1			—			244,805			15,668			—			260,474
Borrowings of short-term debt		—			—			388,773			—			—			388,773
Repayments of short-term debt		—			—			(405,057	)		(2,300	)		—			(407,357	)
Proceeds of long-term debt		—			1,943,250			715,000			—			—			2,658,250
Principal payments of long-term debt		—			(10,000	)		(1,942,041	)		—			—			(1,952,041	)
Intercompany activities		—			—			1,864,968			—			(1,864,968	)		—
Payment of debt issue costs		—			(25,196	)		(20,231	)		—			—			(45,427	)
Proceeds of other debt		—			—			—			998			—			998
Principal payments of other debt		—			—			(6,320	)		(1,383	)		—			(7,703	)
Payment of offering related costs		(5,583	)		—			—			—			—			(5,583	)
Payment of contingent consideration for the Metaldyne Transaction		—			—			—			—			—			—
Net cash provided by (used for) financing activities		(5,582	)		1,908,054			726,194			12,983			(1,864,968	)		776,681
Effect of exchange rates on cash		—			—			—			(8,959	)		—			(8,959	)
Net increase in cash and cash equivalents	$	1			52,253			2,462			33,558			—			88,274
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		—			—			720			67,504			—			68,224
Net increase in cash and cash equivalents		1			52,253			2,462			33,558			—			88,274
Cash and cash equivalents, end of period	$	1			52,253			3,182			101,062			—			156,498
Successor: For the year ended December 31, 2013
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	—			—			166,263			67,995			—			234,258
Cash flow from investing activities:
Capital expenditures		—			—			(89,060	)		(33,196	)		—			(122,256	)
Proceeds from sale of fixed assets		—			—			1,036			32			—			1,068
Capitalized patent costs		—			—			(352	)		—			—			(352	)
Grede Transaction, net of cash acquired		—			—			—			—			—			—
HHI Transaction, net of cash acquired		—			—			—			—			—			—
Metaldyne Transaction, net of cash acquired		—			—			—			—			—			—
Release of escrow from the Metaldyne Transaction		—						4,807			—			—			4,807
Intercompany activities		—			—			—			—			—			—
Net cash used for investing activities		—			—			(83,569	)		(33,164	)		—			(116,733	)
Cash flows from financing activities:
Cash dividends		—			—			(256,867	)		—			—			(256,867	)
Other stock activity		—			—			(123	)		—			—			(123	)
Proceeds from stock issuance		—			—			702			—			—			702
Borrowings of short-term debt		—			—			545,621			—			—			545,621
Repayments of short-term debt		—			—			(533,182	)		—			—			(533,182	)
Proceeds of long-term debt		—			—			240,000			—			—			240,000
Principal payments of long-term debt		—			—			(59,904	)		—			—			(59,904	)
Intercompany activities		—			—			—			—			—			—
Payment of debt issue costs		—			—			(14,956	)		—			—			(14,956	)
Proceeds of other debt		—			—			1,022			368			—			1,390
Principal payments of other debt		—			—			(3,658	)		(98	)		—			(3,756	)
Payment of offering related costs		—			—			—			—			—			—
Payment of contingent consideration for the Metaldyne Transaction		—			—			(10,000	)		—			—			(10,000	)
Net cash provided by (used for) financing activities		—			—			(91,345	)		270			—			(91,075	)
Effect of exchange rates on cash		—			—			—			1,443			—			1,443
Net increase in cash and cash equivalents	$	—			—			(8,651	)		36,544			—			27,893
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		—			—			9,371			30,960			—			40,331
Net increase in cash and cash equivalents		—			—			(8,651	)		36,544			—			27,893
Cash and cash equivalents, end of period	$	—			—			720			67,504			—			68,224

F-43

Condensed Consolidating Statements of Cash Flows

(In thousands)

	Parent		Issuer		Guarantor			Non-Guarantor			Eliminations		Consolidated
For Successor Period 2012
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	—		—		(11,541	)		9,730			—		(1,811	)
Cash flow from investing activities:
Capital expenditures		—		—		(8,669	)		(1,761	)		—		(10,430	)
Proceeds from sale of fixed assets		—		—		—			—			—		—
Capitalized patent costs		—		—		(114	)		—			—		(114	)
Grede Transaction, net of cash acquired		—		—		—			—			—		—
HHI Transaction, net of cash acquired		—		—		(717,579	)		(4,669	)		—		(722,248	)
Metaldyne Transaction, net of cash acquired		—		—		(810,056	)		27,891			—		(782,165	)
Release of escrow from the Metaldyne Transaction		—		—		—			—			—		—
Intercompany activities		—		—		—			—			—		—
Net cash used for investing activities		—		—		(1,536,418	)		21,461			—		(1,514,957	)
Cash flows from financing activities:
Cash dividends		—		—		—			—			—		—
Other stock activity		—		—		—			—			—		—
Proceeds from stock issuance		—		—		545,993			—			—		545,993
Borrowings of short-term debt		—		—		6,000			—			—		6,000
Repayments of short-term debt		—		—		—			—			—		—
Proceeds of long-term debt		—		—		1,040,252			—			—		1,040,252
Principal payments of long-term debt		—		—		—			—			—		—
Intercompany activities		—		—		—			—			—		—
Payment of debt issue costs		—		—		(34,851	)		—			—		(34,851	)
Proceeds of other debt		—		—		—			—			—		—
Principal payments of other debt		—		—		(64	)		(186	)		—		(250	)
Payment of offering related costs		—		—		—			—			—		—
Payment of contingent consideration for the Metaldyne Transaction		—		—		—			—			—		—
Net cash provided by (used for) financing activities		—		—		1,557,330			(186	)		—		1,557,144
Effect of exchange rates on cash		—		—		—			(45	)		—		(45	)
Net increase in cash and cash equivalents	$	—		—		9,371			30,960			—		40,331
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		—		—		—			—			—		—
Net increase in cash and cash equivalents		—		—		9,371			30,960			—		40,331
Cash and cash equivalents, end of period	$	—		—		9,371			30,960			—		40,331
For Predecessor Period 2012
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	—		—		64,315			388			—		64,703
Cash flow from investing activities:
Capital expenditures		—		—		(32,330	)		(262	)		—		(32,592	)
Proceeds from sale of fixed assets		—		—		1,513			—			—		1,513
Capitalized patent costs		—		—		(222	)		—			—		(222	)
Grede Transaction, net of cash acquired		—		—		—			—			—		—
HHI Transaction, net of cash acquired		—		—		—			—			—		—
Metaldyne Transaction, net of cash acquired		—		—		—			—			—		—
Release of escrow from the Metaldyne Transaction		—		—		—			—			—		—
Intercompany activities		—		—		—			—			—		—
Net cash used for investing activities		—		—		(31,039	)		(262	)		—		(31,301	)
Cash flows from financing activities:
Cash dividends		—		—		(70,000	)		—			—		(70,000	)
Other stock activity		—		—		—			—			—		—
Proceeds from stock issuance		—		—		—			—			—		—
Borrowings of short-term debt		—		—		38,900			—			—		38,900
Repayments of short-term debt		—		—		(38,903	)		—			—		(38,903	)
Proceeds of long-term debt		—		—		49,875			—			—		49,875
Principal payments of long-term debt		—		—		(2,814	)		—			—		(2,814	)
Intercompany activities		—		—		—			—			—		—
Payment of debt issue costs		—		—		(2,455	)		—			—		(2,455	)
Proceeds of other debt		—		—		—			—			—		—
Principal payments of other debt		—		—		(1,947	)		—			—		(1,947	)
Payment of offering related costs		—		—		—			—			—		—
Payment of contingent consideration for the Metaldyne Transaction		—		—		—			—			—		—
Net cash provided by (used for) financing activities		—		—		(27,344	)		—			—		(27,344	)
Effect of exchange rates on cash		—		—		—			344			—		344
Net increase in cash and cash equivalents	$	—		—		5,932			470			—		6,402
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		—		—		4,203			—			—		4,203
Net increase in cash and cash equivalents		—		—		5,932			470			—		6,402
Cash and cash equivalents, end of period	$	—		—		10,135			470			—		10,605

(25) Subsequent Events

On January 15, 2015, the underwriters of the IPO exercised their option to purchase additional shares of our common stock from American Securities. After selling these additional shares, American Securities owned 78.5% of our common stock.

On March 10, 2015, our board of directors declared a dividend of 9 cents per share. The dividend is payable on May 26, 2015 to stockholders of record as of May 12, 2015.

F-44

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

MD Investors Corporation:

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of MD Investors Corporation (the Company), which comprise the consolidated statements of operations, comprehensive income, shareholders’ equity (deficit) and cash flows for the period from January 1, 2012 through December 17, 2012 and the year ended December 31, 2011, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the results of MD Investors Corporation’s operations and its cash flows for the period from January 1, 2012 through December 17, 2012 and the year ended December 31, 2011 in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Detroit, Michigan

April 30, 2013

F-45

MD INVESTORS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

352 days ended December 17, 2012 and the year ended December 31, 2011

(In thousands)

	352 days ended December 17, 2012			Year ended December 31, 2011
Net sales	$	1,041,467			1,055,010
Cost of sales		(862,264	)		(890,010	)
Gross profit		179,203			165,000
Selling, general and administrative expenses		(49,635	)		(55,723	)
Transaction expenses related to Merger		(28,361	)		—
Operating profit		101,207			109,277
Interest expense		(21,892	)		(23,135	)
Loss on early extinguishment of debt		(2,183	)		(13,156	)
Other, net		2,877			4,829
Other expense, net		(21,198	)		(31,462	)
Income before tax		80,009			77,815
Income tax expense		29,922			38,529
Net income		50,087			39,286
(Income) loss attributable to noncontrolling interest		(230	)		75
Net income attributable to shareholders	$	49,857			39,361

See accompanying notes to consolidated financial statements.

F-46

MD INVESTORS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

352 days ended December 17, 2012 and the year ended December 31, 2011

(In thousands)

	352 days ended December 17, 2012			Year ended December 31, 2011
Net income	$	50,087			39,286
Other comprehensive income (loss), net of tax:
Foreign currency translation		8,283			(9,894	)
Defined benefit plans:
Prior service cost arising during period		—			(78	)
Net actuarial loss arising during period		(1,571	)		(4,112	)
Less amortization of prior service cost included in net periodic pension cost		12			9
Less amortization of net actuarial loss included in net periodic pension cost		18			11
Defined benefit plans		(1,541	)		(4,170	)
Other comprehensive income (loss), net of tax		6,742			(14,064	)
Comprehensive income		56,829			25,222
Less comprehensive income (loss) attributable to noncontrolling interest		227			(200	)
Comprehensive income attributable to shareholders	$	56,602			25,422

See accompanying notes to consolidated financial statements.

F-47

MD INVESTORS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

352 days ended December 17, 2012 and year ended December 31, 2011

(In thousands)

	Common stock		Treasury stock			Paid-in capital		Deficit			Accumulated other comprehensive loss			Noncontrolling interest			Total shareholders’ equity (deficit)
Predecessor balances, December 31, 2010	$	10		(30,427	)		68,421		(14,566	)		(1,068	)		902			23,272
Sale of stock and exercised options		—		—			1,951		—			—			—			1,951
Dividends paid		—		—			—		(132,355	)		—			(17	)		(132,372	)
Stock option compensation expense		—		—			1,242		—			—			—			1,242
Net income		—		—			—		39,361			—			(75	)		39,286
Other comprehensive loss		—		—			—		—			(13,939	)		(125	)		(14,064	)
Balance, December 31, 2011		10		(30,427	)		71,614		(107,560	)		(15,007	)		685			(80,685	)
Repurchase of treasury stock		—		(33	)		—					—			—			(33	)
Stock option compensation expense		—		—			4,813		—			—			—			4,813
Net income		—		—			—		49,857			—			230			50,087
Other comprehensive (income) loss		—		—			—		—			6,745			(3	)		6,742
Balance, December 17, 2012	$	10		(30,460	)		76,427		(57,703	)		(8,262	)		912			(19,076	)

See accompanying notes to consolidated financial statements.

F-48

MD INVESTORS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

352 days ended December 17, 2012 and year ended December 31, 2011

(In thousands)

	352 days ended December 17, 2012			Year ended December 31, 2011
Cash flows from operating activities:
Net income	$	50,087			39,286
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation and amortization		32,789			31,774
Debt fee amortization		604			824
(Gain) loss on fixed asset dispositions		(145	)		23
Deferred income taxes		(18,247	)		23,229
Noncash interest expense		—			129
Loss on early extinguishment of debt		2,183			13,156
Stock option compensation expense		4,813			1,242
Foreign currency adjustment		3,821			(3,117	)
Changes in assets and liabilities:
Receivables, net		(21,755	)		4,275
Inventories, net		3,204			(10,535	)
Prepaid expenses and other assets		(9,660	)		3,899
Accounts payable and accrued liabilities		25,053			26,729
Changes in other long-term assets		(431	)		(321	)
Changes in other long-term liabilities		129			297
Net cash provided by operating activities		72,445			130,890
Cash flows from investing activities:
Capital expenditures		(37,958	)		(34,344	)
Proceeds from sale of fixed assets		653			142
Net cash used for investing activities		(37,305	)		(34,202	)
Cash flows from financing activities:
Cash dividends		—			(132,372	)
Purchases of treasury stock		(33	)		—
Proceeds of Term Loan B		—			375,000
Principal payments of Term Loan B		(2,813	)		(252,188	)
Prepayment penalty of Term Loan B		—			(4,975	)
Proceeds of other debt		26			1,078
Principal payments of other debt		(6,750	)		(4,469	)
Prepayment penalty of other debt		(117	)		—
Payment of debt issue costs		—			(2,299	)
Proceeds from stock issuance		—			1,951
Net cash used for financing activities		(9,687	)		(18,274	)
Effect of exchange rates on cash		2,188			(4,558	)
Net increase in cash and cash equivalents		27,641			73,856
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		178,827			104,971
Net increase in cash and cash equivalents		27,641			73,856
Cash and cash equivalents, end of period	$	206,468			178,827
Supplementary cash flow information:
Cash paid for income taxes, net	$	44,363			3,203
Cash paid for interest		20,505			25,794
Noncash transactions:
Capital lease		3,850			9,820
Mortgage		3,690			—

See accompanying notes to consolidated financial statements.

F-49

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(1) Description of the Business

MD Investors Corporation (MDI or the Company), a Delaware corporation, is a leading global manufacturer of highly-engineered metal components for the global light vehicle market. MDI, together with its majority-owned subsidiaries, engineers, manufactures and distributes precision-engineered metal components and sub-assemblies utilized in the light vehicle powertrain (engine/transmission) and driveline applications. MDI was formed by a group of lenders led by The Carlyle Group (Carlyle) and Solus Alternative Asset Management LP (Solus) and incorporated on July 2, 2009. MDI’s principle assets were acquired from Metaldyne Corporation, through a sale auction under Section 363 of the United States Bankruptcy Code.

Demand for MDI’s products is directly related to the light vehicle production of its major customers. For calendar year 2012 and the year ended December 31, 2011, five customers (Ford Motor Company, Hyundai Motor Company, Chrysler LLC, ZF Group and General Motors Company) represented 53.5% and 48.6% of net sales, respectively. No other customer represented more than 5% of the Company’s net sales.

Light vehicle sales and production can be affected by general economic or industry conditions, organized labor relations, fuel prices, regulatory requirements, trade agreements and other factors. Light vehicle conditions in North America have continued to improve over the last several years while European light vehicle volumes have recently been plagued by sluggish economic conditions brought about by the sovereign debt crisis and political uncertainty. As such, it is reasonably possible that the financial condition of the Company’s light vehicle customers may deteriorate from current levels in the near term and could have an adverse impact on the operations of MDI.

(2) Merger Transaction

On November 1, 2012, MDI’s shareholders entered into a definitive merger agreement with an affiliate of American Securities LLC (AS) to acquire all the outstanding stock of MDI (the Merger). The transaction was structured through a series of wholly owned subsidiaries and a merger of MDI with ASP MD Acquisition Co., Inc., whereby AS and certain members of management would ultimately own all the outstanding stock of MDI’s ultimate parent, ASP MD Holdings, Inc. (ASP). Upon consummation of the Merger on December 18, 2012 (the Effective Date), MDI, as the surviving company, became a wholly owned subsidiary of ASP through its indirect wholly owned subsidiary ASP MD Intermediate Holdings II, Inc. The Merger was financed through a new $620 million Senior Secured Credit Facility which included a $75 million revolving credit facility, $295 million in equity and $175 million of the Company’s cash at the Effective Date. The borrowings under the new credit facility are the obligations of MDI and certain of MDI’s U.S. subsidiaries.

Fees and expenses related to the Merger totaling $28.4 million principally consisting of legal, financial advisory fees and compensation expenses are reflected in transaction expenses related to Merger in the consolidated statements of operations for the 352 day period ended December 17, 2012.

(3) Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect

F-50

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Significant items subject to such estimates and assumptions include amounts related to accounts receivable realization, inventory obsolescence, unsettled pricing discussions with customers and suppliers, deferred tax asset valuation allowances, income tax uncertainties, impairment of property, plant and equipment, intangibles, goodwill, and pension benefit plan assumptions.

(c) Revenue Recognition

The Company recognizes revenue when there is evidence of a sale, delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectibility of receivables is reasonably assured. Revenue is net of applicable taxes imposed by governmental units on revenue producing transactions. The Company has ongoing adjustments to its pricing arrangements with its customers based on the related content and cost of its products. The Company accrues for such amounts as its products are shipped to its customers. Such pricing accruals are adjusted periodically and as they are settled with the Company’s customers. Material surcharge pass-through arrangements with customers are recognized as revenue when an agreement is reached, delivery of the goods or services has occurred and the amount of the pass-through is determinable.

(d) Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash and cash equivalents. The Company has established a cash pooling strategy with certain of its foreign operations.

(e) Receivables

The Company generally does not require collateral related to its trade accounts receivable.

The Company conducts a significant amount of business with a number of individual customers in the light vehicle industry. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company monitors its exposure for credit losses and does not believe that significant credit risk exists.

To reflect customer receivables at their estimated net realizable value, the Company records valuation allowances or accrued liabilities based upon current information.

(f) Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. The Company secures one-year or longer-term supply contracts for certain of its major raw material purchases to protect against inflation and reduce its raw material cost structure.

(g) Pre-Production Costs on Long-Term Supply Arrangements

The Company incurs pre-production engineering, research and development and tooling costs related to products made for its customers under long-term supply agreements. The Company expenses all pre-production research and development costs and all pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer or where the customer has not provided a

F-51

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

noncancelable right to use the tooling. The Company incurred and expensed research and development costs of $5.0 million for the 352 day period ended December 17, 2012 and $6.8 million for the year ended December 31, 2011, through cost of sales in the consolidated statements of operations.

(h) Property and Equipment, Net

Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in other income, net. Repair and maintenance costs are charged to expense as incurred.

(i) Depreciation and Amortization

Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method for financial reporting purposes. Estimated useful lives range from 10 to 30 years for buildings and improvements and from 3 to 15 years for machinery and equipment. Deferred financing costs are amortized over the lives of the related debt.

(j) Leases

The Company leases certain property and equipment under operating and capital lease arrangements. Leased property and equipment meeting certain capital lease criteria is capitalized and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on the straight-line method over the shorter of the estimated useful life or the initial lease term. The remaining leased property and equipment is accounted for as operating leases.

Unfavorable lease liability represents the difference between contractual lease rates and market rates, providing a net fair market value of the related lease. The amount is being amortized on a straight-line basis to rent expense over the remaining primary term of the underlying leases.

(k) Foreign Currency Translation

The financial statements of subsidiaries outside of the United States of America that are located in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which generally is the local currency. Transaction gains and losses are included in other expense, net. When translating into U.S. dollars, income and expense items are translated at average monthly rates of exchange and assets and liabilities are translated at the rates of exchange at the balance sheet date. Adjustments resulting from translating functional currencies into U.S. dollars are deferred as a component of accumulated other comprehensive income in shareholders’ equity (deficit).

(l) Noncontrolling Interests

The Company accounts for noncontrolling interests in consolidated subsidiaries in accordance with ASC Topic 810, Consolidation. The noncontrolling interests are reflected in the consolidated statements of shareholders’ equity (deficit) and comprehensive income.

(m) Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is defined to include changes in shareholders’ equity from sources other than net income and transactions with shareholders. The components of accumulated other comprehensive loss include foreign currency translation and unrecognized prior service costs and unrecognized gains and losses in actuarial assumptions for pension.

F-52

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(n) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

(o) Risk Management and Self-Insurance Reserves

The Company currently maintains a deductible program with $150,000 retention for workers’ compensation, $250,000 self-insured retention for excess workers’ compensation, $100,000 retention for general liability insurance and a guaranteed cost program for auto liability with $1,000 physical damage deductible. The workers’ compensation policy in effect from October 16, 2012 through October 15, 2013 has an aggregate stop-loss of $1,000,000.

The Company is self-insured for medical coverage. The determination of accruals and expenses for medical benefits are dependent on claims experience and the selection of certain assumptions used by actuaries in evaluating incurred, but not yet reported amounts. Significant changes in actual experience under this program or significant changes in assumptions may affect self-insured medical or workers’ compensation reserves and future experience.

(p) Pension Plans

Annual net periodic pension expense and benefit liabilities under defined benefit pension plans and statutory retirement benefits are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Each year-end, the Company reviews the actual experience compared to the more significant assumptions used and adjust the assumptions, if warranted. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Certain pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy.

(q) Stock-Based Compensation

The Company recognizes compensation expense for stock-based compensation based on the fair value of the awards on the grant date under ASC Topic 718, Compensation—Stock Compensation. Under ASC Topic 718, forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. The estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from prior estimates. The forfeiture rate is the estimated percentage of options granted that are expected to be forfeited or canceled before becoming fully vested.

(r) Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived asset groups to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset group to be held

F-53

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset group are less than the carrying value of the asset group. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

(s) Warranties

Estimated warranty costs related to product warranties are accrued once the liability has become both probable and reasonably estimable. The Company provides warranties to its customers which may trigger responsibility for costs associated with the replacement of defective products supplied by the Company. As a result, the Company continuously monitors potential warranty implications of new and current business to assess whether a liability should be recognized.

(t) Derivative Instruments

The Company may enter into foreign exchange forward contracts to manage its exposure to foreign currency volatility. Changes in the fair values of instruments designated to reduce or eliminate adverse fluctuations in the fair values of recognized assets and liabilities and unrecognized firm commitments qualifying for hedge accounting treatment are reported currently in earnings along with the changes in the fair values of the hedge item.

(u) New Accounting Pronouncements Implemented

The FASB issued Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS in May 2011. In addition to clarifying existing guidance, the ASU changes certain requirements related to measuring the fair value of financial instruments, using premiums and discounts in fair value measurements, and disclosing more detailed information about fair value measurements, particularly with respect to Level 3 measurements. For nonpublic companies the ASU was effective for annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the consolidated financial statements. The FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income in June 2011. The ASU modifies reporting and disclosure requirements for other comprehensive income. The guidance requires reporting entities to present components of net income and other comprehensive income in either one continuous statement or two separate, but consecutive statements. Reporting entities may no longer report other comprehensive income and its components in the statement of changes in shareholders’ equity. The Company elected to present the components of comprehensive income in two separate statements. For nonpublic companies the ASU was effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The adoption of ASU 2011-05 resulted in a change in presentation only and had no other impact on the consolidated financial statements.

(4) Accounts Receivable Factoring Agreements

The Company has agreements with international factoring companies to sell customer accounts receivable from locations in France, Germany, the Czech Republic and the United Kingdom (U.K.) on a nonrecourse basis. The Company pays a commission to the factoring company plus interest calculated from the date the receivables are sold to either the customer’s due date or a specified number of days thereafter or until the receivable is deemed uncollectible. Commission expense related to these agreements is recorded in other expense, net in the consolidated statements of operations and was $1.0 million for the 352 day period ended December 17, 2012, and $1.1 million for the year ended December 31, 2011.

F-54

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(5) Depreciation Expense

Depreciation expense, including the amortization of capitalized leases, was $32.4 million for the 352 day period ended December 17, 2012 and $35.3 million for the year ended December 31, 2011.

(6) Debt

Significant activity related to the Company’s long-term debt obligations during the 352 day period ended December 17, 2012 and the year ended December 31, 2011 follows:

(a) ABL Credit Facility

The Company entered into a $40 million asset based, four-year revolving loan and security agreement (ABL Credit Agreement) dated February 19, 2010. All obligations under the ABL Credit Agreement were unconditionally guaranteed by the Company and all of its existing U.S. subsidiaries. The Company was in compliance with all covenants at December 17, 2012.

In connection with the Merger, the ABL Credit Agreement was terminated on December 18, 2012. At the time of termination, there were no revolving loans outstanding under this agreement. Remaining unamortized debt issuance costs of $0.3 million were expensed and classified as loss on early extinguishment of debt in the 352 day period ended December 17, 2012.

(b) Credit Agreement

The Company entered into a $375 million six-year secured credit agreement (the Credit Agreement), dated as of May 18, 2011. The associated unamortized debt issuance costs were being amortized to interest expense over the contractual term of the loans using the effective interest method. In connection with the Merger, the Credit Agreement was terminated and all obligations thereunder have been paid. The remaining debt issuance costs of $1.7 million were expensed and classified as loss on early extinguishment of debt in the 352 day period ended December 17, 2012.

Maturities of the Company’s total short and long-term debt, inclusive of revolving lines of credit, as of December 17, 2012 during the next five years are: paid on December 18, 2012: $369.4 million; 2013: $5.7 million; 2014: $3.6 million; 2015: $3.0 million and 2016: $1.2 million.

(7) Leases

The Company leases certain property and equipment under operating and capital lease arrangements that expire at various dates through 2027. Most of the operating leases provide the Company with the option, after the initial lease term, either to purchase the property or renew its lease at the then fair value. Rent expense was $6.0 million for the 352 day period ended December 17, 2012 and $6.3 million for the year ended December 31, 2011.

During 2012, the Company entered into a three year lease contract to refinance an existing operating lease arrangement to a capital lease. During 2011, the Company entered into a four and one-half year lease contract to refinance certain existing operating lease arrangements to a capital lease.

An unfavorable lease liability represents the difference between contractual lease rates and market rates, providing a net fair market value of the related lease. The amount was being amortized on a straight-line basis to rent expense. In conjunction with the refinancing of certain operating leases to a capital lease, $0.1 million and $2.5 million of the unfavorable lease liability was expensed to income during the 352 day period ended December 17, 2012 and the year ended December 31, 2011, respectively.

F-55

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Future minimum lease payments by the Company under capital and operating leases that have initial or remaining noncancelable terms in excess of one year are as follows for the years ending December 31:

	Capital leases			Operating leases
	(In thousands)
Company minimum lease payments:
2013	$	3,882			4,594
2014		3,882			3,595
2015		3,061			3,143
2016		1,237			2,293
2017		—			1,536
Thereafter		—			9,541
Total minimum payments		12,062		$	24,702
Amount representing interest		(1,068	)
Obligations under capital leases		10,994
Obligations due within one year		(3,340	)
Long-term obligations under capital leases	$	7,654

(8) Other Income (Expense), Net

	352 days ended December 17, 2012			Year ended December 31, 2011
	(In thousands)
Other, net:
Interest income	$	514			1,135
Foreign currency gains (losses)		(4,520	)		4,880
Accounts receivable factoring commission		(980	)		(1,118	)
Other		7,863			(68	)
Total other, net	$	2,877			4,829

(9) Stock-Based Compensation

The Company maintained a stock-based compensation plan (the 2010 Plan). The 2010 Plan permitted the grant of shares to eligible executives, directors and other service providers of Class B Common Stock, $0.01 par value per share. The 2010 Plan provided for grants of options at an option price per share of not less than 100% of the fair market value of the stock on the date on which the option is granted and vesting ranged from one to five years (which was subject to acceleration upon certain events). Compensation costs related to this 2010 Plan were recorded as the participant provided services in exchange for these options.

In connection with the Merger, all unvested time-based and performance options were vested as of December 17, 2012. Stock-based compensation for the 352 day period ended December 17, 2012 and the year ended December 31, 2011 was $4.8 million and $1.2 million, respectively. Compensation cost was recognized over the vesting period on an accelerated basis.

F-56

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Changes in the number of stock options issued by MDI to its employees for the 352 day period ended December 17, 2012 and the year ended December 31, 2011 were as follows:

	Number of options			Weighted average exercise price (per share)		Weighted average remaining contractual term (years)
Options outstanding at December 31, 2010		20,564		$	150		9.1
Granted		11,800			450		10.0
Exercised		(7,515	)		150		8.1
Forfeited or expired		—			—		—
Options outstanding at December 31, 2011		24,849			292		8.6
Granted		—			—		—
Exercised		(24,169	)		290		7.6
Forfeited or expired		(680	)		371		8.0
Options outstanding at December 17, 2012		—			—		—

The weighted average, grant-date fair value of options granted for the periods ended December 17, 2012 and December 31, 2011 was $320 and $150 per share, respectively.

On December 12, 2011, the Company accelerated the vesting period for 5,597 options set to vest as of December 31, 2012. The accelerated options related to both time and performance based options granted in January of 2010.

The fair value of the stock options under the 2010 Plan was estimated on the date of the grant using a Black-Scholes option valuation model. The risk-free rate is based on the U.S. Treasury yield curve. The expected holding period of the stock options granted was estimated using assumptions about the period of time that options granted are expected to be outstanding. Expected volatility was based on the historical volatility of comparable companies.

A summary of the weighted average assumptions used in determining the fair value of options is as follows:

	352 days ended December 17, 2012			Year ended December 31, 2011
Risk-free rate		0.32	%		0.84	%
Expected term (in years)		2.5			2.5
Expected volatility		50.00	%		50.00	%
Expected dividends		—			—

F-57

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(10) Income Taxes

	352 days ended December 17, 2012			Year ended December 31, 2011
	(In thousands)
Income before income taxes:
Domestic	$	34,944			16,164
Foreign		45,065			61,651
	$	80,009			77,815
Provision for income taxes:
Currently payable:
Federal	$	33,855			2,780
Foreign		12,699			11,682
State and local		1,521			626
		48,075			15,088
Deferred:
Federal		(17,950	)		26,136
Foreign		(202	)		(2,410	)
State and local		(1	)		(285	)
		(18,153	)		23,441
Total income tax expense (benefit)	$	29,922			38,529

The following is a reconciliation of tax computed at the U.S. federal statutory rate to the provision for income taxes allocated to income from continuing operations:

	352 days ended December 17, 2012			Year ended December 31, 2011
	(Dollars in thousands)
U.S. federal statutory rate		35	%		35	%
Tax at U.S. federal statutory rate	$	28,003			27,235
Lower effective foreign tax rate and other foreign permanent items		(8,404	)		(20,006	)
Foreign tax credit		(9,310	)		(1,262	)
Deferred tax on outside basis of foreign shares		15,411			25,600
Nondeductible transaction expenses		2,722			—
Changes in unrecognized tax benefits		510			(61	)
Change in valuation allowance		611			4,947
Other		379			2,076
Income taxes	$	29,922			38,529

The Company’s domestic deferred tax liabilities, net of reversing domestic tax assets, are attributable primarily to the basis difference of its domestic fixed assets, intangible assets, and the shares of its wholly owned foreign subsidiaries. This is a result of an assertion that earnings from the wholly owned foreign subsidiaries are not permanently reinvested abroad. Accordingly, deferred income taxes have been provided on the excess of the amount for financial reporting over the tax basis of the Company’s investment in its foreign subsidiaries.

F-58

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2010, the Company had a U.S. net operating loss (NOL) carryforward balance of $9.3 million, expiring in 2030 that was utilized in 2011 resulting in a net tax benefit of $3.3 million. As of December 17, 2012, certain foreign subsidiaries had NOL carryforward balances totaling $51.9 million. As of December 17, 2012, a valuation allowance of $10.4 million was recorded for the tax effect on $38.4 million of NOL carryforwards.

The Company had a U.S. capital loss carryforward of $20.3 million as of December 17, 2012, which expired in 2013. A full valuation allowance for the tax effect of $7.1 million was recorded against this loss carryforward as December 17, 2012.

From time to time, the Company may be assessed interest and penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s results of operations.

As of December 17, 2012, the Company has open tax years from 2004 to 2011 with varying taxing jurisdictions where taxes remain subject to examination including, but not limited to, the United States of America, Spain, France, Germany and India. Fiscal years 2009 through 2011 are being audited by the United States Internal Revenue Service, fiscal years 2007 through 2009 are being audited by the Spanish Tax Authorities, fiscal years 2008 through 2011 are being audited by the French Tax Authorities, fiscal years 2005 through 2008 are being audited by the German Tax Authorities, while fiscal years 2009 and 2010 are being audited by the India Tax Authorities. All necessary adjustments for the anticipated outcomes have been properly addressed or accrued.

(11) Employee Benefit Plans

(a) Defined Benefit Plans

The Company sponsors defined benefit pension plans, including certain unfunded supplemental retirement plans, covering certain active and retired employees for its operations in the U.K., Germany, Mexico, France and Korea. The Company sponsors no other benefit plans requiring disclosure under ASC Topic 715, Compensation—Retirement Benefits.

The straight-line method is used to amortize prior service amounts and unrecognized net actuarial losses.

	352 days ended December 17, 2012			Year ended December 31, 2011
	(In thousands)
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate		4.78	%		5.33	%
Expected long-term return on plan assets		6.76			7.66
Rate of compensation increase		4.84			4.76

	352 days ended December 17, 2012			Year ended December 31, 2011
	(In thousands)
Net periodic benefit cost:
Service cost	$	953			947
Interest cost		2,043			2,179
Expected return on plan assets		(1,539	)		(1,809	)
Amortization of prior service cost		12			14
Amortization of net loss		18			15
Net periodic benefit cost	$	1,487			1,346

F-59

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(b) Discount Rate

The rate used by the Company is determined based upon available yields for high quality corporate and government bonds of the plan countries, utilizing similar durations/terms and currencies of the plan liabilities. The country specific rates are weighted by projected benefit obligation to arrive at a single weighted average rate.

(c) Investment Policy and Strategy

Certain policies are established by the trustees to provide for growth of capital with a moderate level of volatility by investing assets per the target allocations. The target asset allocation for 2012 was 70% equity securities and growth assets and 30% debt securities and liability matching assets. The targeted asset allocation and the investment policy is reviewed on a semiannual basis, to determine if the policy should be changed.

(d) Determination of Expected Long-Term Rate of Return

The expected long-term rate of return for the plans’ total assets is based on the expected return of each of the above asset categories, weighted based on the target allocation for each class. Equity securities and growth assets are expected to return 7% to 9% over the long-term, while debt securities and liability matching assets are expected to return between 3% and 5%.

(e) Contributions

Under the current schedule of contributions, the Company contributed $1.3 million to its foreign pension plans in 2013. Contributions to the pension plans meet or exceed the minimum funding requirements of the relevant governmental authorities. The Company may contribute in excess of the minimum funding requirements in response to the plans’ investment performance, to achieve funding levels required by the Company’s defined benefit plan arrangements or when the Company believes it is financially advantageous to do so based on its other cash requirements.

(f) Cash Flows

The following pension payments, which reflect expected future service, as appropriate, are expected to be paid by the plans:

	Pension benefits
	(In thousands)
December 31:
Remainder of 2012	$	70
2013		1,526
2014		1,639
2015		1,782
2016		2,011
2017 - 2021		14,497

(g) Defined Contribution Plans

The Company maintains a defined 401(k) contribution plan for substantially all U.S. employees. The maximum match is 50% of eligible employees’ contributions up to 6% of their salary. The Company contributed $1.3 million and $1.2 million to the defined contribution plan for the periods ended December 17, 2012 and December 31, 2011. The company contributed $1.3 million for the period ended December 31, 2013, respectively.

F-60

MD INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(12) Dividends

On December 19, 2011, the Company paid a dividend on the issued and outstanding shares of its Class A-1 Common Stock, Class A-2 Common Stock and Class B Common Stock (the December 2011 Dividend). The aggregate amount of the December 2011 Dividend was $132.4 million.

(13) Commitments and Contingencies

The Company is subject to claims and litigation in the ordinary course of its business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position or results of operations. The ultimate resolution of any such exposure to the Company may differ due to subsequent developments. It is the Company’s policy to record charges to earnings when estimates of exposure for lawsuits and pending or asserted claims meet the criteria for recognition under ASC Topic 450, Contingencies.

As of December 17, 2012, 38% of the Company’s worldwide labor force was subject to union agreements, which are due to expire during 2014 through 2017. The Company does not have national agreements in place with any union and its facilities are represented by a variety of different union organizations. Agreements covering 9% of the labor force that were due to expire in 2013 have been renewed.

(14) Related Party Transactions

Carlyle and Solus were shareholders of the Company prior to the Merger and had representatives on the Company’s Board of Directors. Carlyle and Solus were also parties to the Credit Agreement.

The Company was a party to a Management Services Agreement with Carlyle. Under the agreement, the Company paid Carlyle fees of $4.9 million, and $4.4 million during the 352 day period ended December 17, 2012 and the year ended December 31, 2011, respectively. In addition, $8.3 million in advisory fees were paid to Carlyle in connection with the Merger during the 352 day period ended December 17, 2012 which are included in Transaction expenses related to Merger in the statements of operations.

(15) Subsequent Events

The Company evaluated subsequent events through April 30, 2013, the date at which the consolidated financial statements were available to be issued, and determined there were no items to disclose.

F-61

Report of Independent Registered Public Accounting Firm

To the Board of Managers and Members of

Grede Holdings LLC:

In our opinion, the accompanying consolidated statement of financial position and the related consolidated statements of operations, comprehensive income, members’ deficit and cash flows present fairly, in all material respects, the financial position of Grede Holdings LLC and its Subsidiaries at December 29, 2013 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

March 14, 2014, except for Note 16—Segment and Geographic Information, and Note 17—Guarantor Subsidiaries and Non-Guarantor Subsidiaries for which the date is April 30, 2015

F-62

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Financial Position

December 29, 2013

(in thousands of dollars)

Assets
Current assets
Cash and cash equivalents	$	43,158
Accounts receivable - trade - less allowance for doubtful accounts of $394		97,391
Inventories		38,336
Prepaid expenses and other current assets		8,408
Deferred tax assets		498
Total current assets		187,791
Property, plant and equipment - net of accumulated depreciation		171,128
Intangible and other assets - net of accumulated amortization		31,091
Goodwill		12,146
Other assets		9,101
Total assets	$	411,257
Liabilities and Members’ Equity (Deficit)
Current liabilities
Outstanding checks in excess of bank balance	$	4,159
Current portion of long-term debt		24,000
Accounts payable		82,138
Accrued wages and benefits		9,974
Accrued insurance		5,265
Other accrued expenses		14,039
Total current liabilities		139,575
Long-term liabilities
Long-term debt		280,000
Accrued pension plan obligation		4,837
Accrued other post-retirement benefit obligation		1,322
Accrued insurance		11,300
Other long-term liabilities		2,209
Total long-term liabilities		299,668
Total liabilities		439,243
Members’ deficit
Contributed capital		90,261
Accumulated deficit		(117,010	)
Accumulated other comprehensive loss		(1,237	)
Total members’ deficit		(27,986	)
Total liabilities and members’ deficit	$	411,257

The accompanying notes are an integral part of these consolidated financial statements.

F-63

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Operations

Year Ended December 29, 2013

(in thousands of dollars)

Net sales	$	1,035,614
Cost of sales		858,240
Gross profit		177,374
Selling, general and administrative expenses		55,997
Impairment loss		18,208
Operating income		103,169
Interest expense		20,344
Income before income taxes		82,825
Income tax expense		7,032
Net income	$	75,793

The accompanying notes are an integral part of these consolidated financial statements.

F-64

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Comprehensive Income

Year Ended December 29, 2013

(in thousands of dollars)

Net income	$	75,793
Other comprehensive income
Net gain		6,798
Amortization of net loss		467
Pension and other post-retirement benefits		7,265
Comprehensive income	$	83,058

The accompanying notes are an integral part of these consolidated financial statements.

F-65

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Members’ Deficit

Year Ended December 29, 2013

(in thousands of dollars)

	Contributed Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balances at December 30, 2012		90,261		(173,460	)		(8,502	)		(91,701	)
Net income		—		75,793			—			75,793
Other comprehensive income		—		—			7,265			7,265
Distributions to members		—		(19,343	)					(19,343	)
Balances at December 29, 2013	$	90,261	$	(117,010	)	$	(1,237	)	$	(27,986	)

The accompanying notes are an integral part of these consolidated financial statements.

F-66

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Cash Flows

Year Ended December 29, 2013

(in thousands of dollars)

Cash flows from operating activities
Net income	$	75,793
Adjustments to reconcile net income to net cash provided by operating activities
Recovery of losses on receivables		(586	)
Impairment loss		18,208
Depreciation and amortization		31,571
Amortization of debt financing costs		2,682
Loss on foreign currency option		1,299
Loss on sale of property, plant and equipment		2,598
Deferred income taxes		(959	)
Changes in operating assets and liabilities
Accounts receivable - trade		(1,991	)
Inventories		1,313
Prepaid expenses and other assets		1,392
Accounts payable		(1,189	)
Accrued expenses and other liabilities		(9,785	)
Net cash provided by operating activities		120,346
Cash flows from investing activities
Property, plant and equipment expenditures		(39,427	)
Proceeds from sale of property, plant and equipment		2,713
Net cash used in investing activities		(36,714	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		(4,146	)
Borrowings of revolving credit facility		125,850
Repayments of revolving credit facility		(155,850	)
Proceeds from issuance of long-term debt		30,000
Repayments of term debt agreement		(22,000	)
Cash paid for debt financing costs		(2,290	)
Distributions to members		(19,343	)
Net cash used in financing activities		(47,779	)
Net increase in cash and cash equivalents		35,853
Cash and cash equivalents
Beginning of year		7,305
End of year	$	43,158

The accompanying notes are an integral part of these consolidated financial statements.

F-67

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

1. Organization and Nature of Business

The Company is a manufacturer of cast and machined components for the capital and durable goods industries. At its operating divisions, the Company produces iron castings and machined and assembled components for automobiles; light, medium, and heavy trucks; off-highway construction equipment; agricultural equipment; pumps; compressors and industrial valves; and other durable goods. The Company owns and operates facilities in Alabama, Indiana, North Carolina, Michigan, Minnesota, Nebraska, Virginia, Wisconsin, and Mexico, which function as separate divisions or subsidiaries.

The Company sells castings and machined components to customers in various industries and geographic regions of North America. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition; the Company does not generally require collateral. Percentages of sales to customers in specific industries were as follows:

Automotive/light truck	51	%
Medium/heavy truck	23
Agriculture	9
Construction equipment	5
Hydraulics	4
Compressors	3
Other industries	5
	100	%

For the year ended December 29, 2013, approximately 34% of the Company’s sales and accounts receivable were from its top five primary customers.

The Company operates on a 52 or 53 week fiscal year which ends on the Sunday nearest to December 31. The year ended December 29, 2013 (herein referred to as “fiscal 2013”) contained 52 weeks.

2. Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of Grede Holdings LLC, its divisions, and wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

3. Summary of Significant Accounting Policies

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash and cash equivalents with large financial institutions. At times, such cash and cash equivalents in banks may be in excess of the FDIC insurance limit.

F-68

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on specific identification of uncollectible accounts. The Company reviews its allowance for doubtful accounts periodically. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.

Inventories

Raw material inventories are stated at the lower of cost (principally first-in, first-out basis) or market. Casting and machined component inventories are stated at the lower of cost (principally average cost, which approximates first-in, first-out) or market. Supplies and container inventories are stated at the lower of cost (principally average cost) or market.

Property, Plant, and Equipment

Property, plant, and equipment are valued at cost less accumulated depreciation. Maintenance, repairs, and minor renovations are charged to expense as incurred. Upon sale, retirement, or other disposition of these assets, the gross value and related accumulated depreciation are removed from the respective accounts, and any gain or loss on the disposition is included in results of operations.

The Company provides for depreciation of property, plant, and equipment using primarily the straight-line method designed to depreciate costs over the shorter of the estimated useful lives or lease period as shown below:

	Estimated Useful Life
Buildings	20–33 years
Plant equipment (including tools and dies)	3–15 years
Office equipment	3–5 years
Transportation equipment	3–5 years

F-69

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Goodwill

Goodwill represents the excess of the cost of an acquired business over the amounts assigned to assets acquired and liabilities assumed. Goodwill is subject to an impairment analysis annually or more frequently if an event occurs or circumstances indicate the carrying amount may be impaired. The Company qualitatively assesses its goodwill based on evaluation of various events and circumstances, including macro-economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact the fair value of the reporting unit. Using this qualitative assessment, the Company determines whether it is more-likely-than not the fair value exceeds its carrying value. If it is determined that it is not more-likely-than-not the fair value exceeds the carrying value, or upon a triggering event, the Company performs a quantitative two step method in which the carrying amount of the reporting unit (i.e. Mexico operations) is compared to its fair value.

Long-Lived Assets

The Company evaluates the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the anticipated undiscounted cash flows from such assets are less than their carrying value. In that event, a loss is recognized equal to the amount by which the carrying value exceeds the fair value of the long-lived assets. In addition, the Company periodically reviews the appropriateness of the estimated useful lives of its long-lived assets.

Due to a projected decline in Radford’s net cash flows, primarily due to a greater than anticipated escalation of costs, management decided to idle the facility in the third quarter of 2013. Accordingly, management conducted an impairment test over its property, plant and equipment. As a result, the Company recorded an impairment loss of $18,208 in the 2013 Consolidated Statement of Operations, which represents the amount by which the carrying amount of these assets exceeded the estimated fair value. The Company determined fair value on an asset by asset basis using the market and cost approaches to valuation, and selecting the method or methods that were most appropriate for each asset analyzed.

Deferred Financing Costs

Deferred financing costs are incurred to obtain long-term financing and are amortized using the effective interest method over the term of the related debt. The amortization of deferred financing costs is classified in interest expense in the Consolidated Statement of Operations.

Outstanding Checks in Excess of Bank Balance

The Company maintains a consolidated cash management system with its bank. As a result of maintaining this consolidated cash management system, the Company regularly maintains a zero bank balance under its revolving credit arrangement, resulting in book cash overdrafts. Such overdrafts are included in current liabilities in the accompanying Consolidated Statement of Financial Position.

Revenue Recognition

Revenue from casting and machined component sales is recognized, net of estimated costs of returns, allowances, and sale incentives, upon shipment to customers when there is persuasive evidence of an arrangement, the product price is fixed or determinable, and collection of the resulting receivable is probable. The Company has no post-delivery obligations, and product returns are reasonably estimable.

F-70

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

The Company recognizes in cost of sales reimbursements from customers relating to patterns built on their behalf, net of expenses incurred to build such patterns, primarily upon receiving customer approval of the completed pattern.

Shipping Costs

The Company’s shipping and handling costs are classified in cost of sales and amounts billed to customers for these costs are classified in revenues in the Consolidated Statement of Operations.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued liabilities are recorded at cost which approximates fair value due to the short-term maturity of these instruments.

Pensions and Other Postretirement Employee Defined Benefits

Pensions and other postretirement employee benefit costs and related liabilities and assets are dependent upon assumptions used in calculating such amounts. These assumptions include discount rates, expected returns on plan assets, health care cost trends, and other factors. In accordance with generally accepted accounting principles, actual results that differ from the assumptions used are accumulated and amortized over future periods, and accordingly, generally affect recognized expense in future periods.

Accounting for Income Taxes

All of the earnings of the Company pass through to the members for U.S. federal income tax purposes and as a result there are no provisions for U.S. federal income taxes reflected in the accompanying financial statements. The Company is subject to tax in Mexico and certain states within the U.S.

Corporate income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect temporary differences between the basis of assets and liabilities for financial reporting purposes and income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is determined that a tax benefit will not be realized.

At its inception, the Company adopted the Financial Accounting Standards Board (“FASB”) interpretation, Accounting for Uncertainty in Income Taxes, which prescribes standards for the recognition and measurement of tax positions taken or expected to be taken in an income tax return. The interpretation requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. The more likely than not threshold represents a positive assertion by management that a company is entitled to the economic benefit of a tax position. If a tax position is not considered more likely than not to be sustained based solely on its technical merits, no benefits of the tax position are to be recognized. Moreover, the more likely than not threshold must continue to be met in each reporting period to support continued recognition of a benefit. The Company is required to adjust its financial statements to reflect only those tax positions that are more likely than not to be sustained.

F-71

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Comprehensive Income

The Company’s Comprehensive Income consists of net income and unrealized gains and losses on the pension and other post-retirement benefit obligations.

Foreign Currency Transactions

The financial statements of the Mexico operations are measured using the currency of the primary economic environment in which they operate as the functional currency, which is the US dollar. Transaction gains and losses which result from translating assets and liabilities of these entities into the functional currency are included in net earnings. Transaction gains (losses) of ($405) were recognized for the year ended December 29, 2013.

The Company entered into a foreign currency option agreement designed to minimize exposure to currency fluctuations related to Mexican Peso and US Dollar transactions. The foreign currency option agreement is not accounted for as a hedge instrument; and therefore, is “marked to market” each reporting period. The fair value of this derivative is required to be recorded as an asset or liability in the Consolidated Statement of Financial Position at period end. Gains and losses resulting from the change in fair value are recorded in the consolidated statement of operations.

The foreign currency option agreement set the potential range of the exchange rate at the date of settlement from Mexican Peso to the US Dollar between 12.10 and 14.20. The fair value of the foreign currency option agreement liability was $870 as of December 29, 2013. The foreign currency option agreement yielded an unrealized loss of $1,299 for the year ended December 29, 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

4. Fair Value Measurements

The Company uses fair value measurements in the preparation of its financial statements, which utilize various inputs including those that can be readily observable, corroborated or are generally unobservable. The Company utilizes market-based data and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Company applies assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.

F-72

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

The FASB issued the Fair Value Measurement standard which requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various levels of the fair value hierarchy are described as follows:

Level 1	Financial assets and liabilities whose values are based on quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2	Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at 2013.

A	Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.
B	Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
C	Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets measured at fair value on a recurring basis as of December 29, 2013:

Assets (Liabilities)	Level 1		Level 2			Level 3		Valuation Technique
Mutual funds: (pension plan)
Equity securities	$	—	$	13,400		$	—	A
Debt securities		—		10,700			—	A
Real estate (pension plan)		—		—			2,700	A,B,C
Foreign currency option agreement		—		(870	)		—	A

F-73

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

The following table summarizes the changes in Level 3 assets measured at fair values:

Beginning balance at December 30, 2012	$	2,300
Return on plan assets		200
Purchases		300
Sales		(100	)
Ending balance at December 29, 2013	$	2,700

5. Inventories

A summary of inventories at December 29, 2013 is as follows:

Raw materials	$	10,694
Castings and machined components
Work in process		11,672
Finished goods		13,851
Supplies and containers		2,743
		38,960
Less: Reserve for obsolete and excess inventory		624
Total inventories	$	38,336

6. Property, Plant, and Equipment

A summary of property, plant, and equipment at December 29, 2013 is as follows:

Land and improvements	$	11,823
Buildings		38,076
Plant equipment (including tools and dies)		170,296
Office equipment		5,523
Transportation equipment		140
Projects in progress		14,928
		240,786
Less: Accumulated depreciation		83,987
		156,799
Spare parts inventory		14,329
	$	171,128

Depreciation expense related to property, plant, and equipment was $29,070 in fiscal year 2013. At December 29, 2013 projects in progress relate to various capital projects that were underway at various facilities, and are anticipated to be completed in fiscal year 2014. Management estimates that the additional spending required to complete these projects will be $8,334 in fiscal year 2014.

F-74

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

7. Intangible and Other Assets

As of December 29, 2013 intangible assets subject to amortization are as follows:

Category	Amortizable Life-Years		Amount		Accumulated Amortization		Net
Customer relationships		12–25	$	19,071	$	6,694	$	12,377
Trade names		15		8,864		2,339		6,525
Noncompete agreements		5		2,247		1,256		991
Backlog		2		285		285		—
Deferred financing costs		5		17,507		6,309		11,198
			$	47,974	$	16,883	$	31,091

Amortization expense related to the intangible assets and deferred financing costs were $2,501 and $2,682, respectively, in fiscal year 2013.

Future amortization expense related to the Company’s intangible assets and deferred financing costs at December 29, 2013, is as follows:

Fiscal Years
2014	$	5,181
2015		5,202
2016		4,740
2017		4,582
2018		2,399
Thereafter		8,987
	$	31,091

8. Long-Term Debt

As of December 29, 2013 the Company’s borrowing arrangements consisted of a $90,000 revolving credit facility (the “Revolver”), and a $330,000 Term Loan Facility (the “Term Loan”), (or together, the “Debt”). On May 2, 2013, the Company entered into a Second Amendment to the Term Loan and also amended the Revolver. The principal amount of the Term Loan was increased by $30,000. The proceeds of which were used to pay down the Revolver. The maturity dates of the Revolver and the New Term Loan were extended to January 30, 2018 and May 2, 2018, respectively.

F-75

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

As of December 29, 2013 the Company had $0 and $304,000 outstanding on the Revolver and Term Loan, respectively. Key terms of the amended Revolver and Term Loan are described below.

Revolver

Borrowings on the Revolver bear interest, at the option of the Company, at a rate per annum equal to (i) the adjusted London InterBank Offered Rate (LIBOR) plus an applicable margin range of 1.75% to 2.25% based on average availability or (ii) the greater of the Bank of America Prime rate, the Federal Funds rate plus 0.50%, or LIBOR for a 30 day interest period plus 1.50%; plus an applicable margin range of 0.75% to 1.25% based on average availability (“Base Rate”).

The Revolver calls for a commitment fee payable monthly, in arrears, at a rate of 0.25% applied to the average daily unused availability on the Revolver as calculated based on average borrowings and letters of credit outstanding in relation to total commitments. In addition, the Revolver requires the payment of (i) a monthly participation fee on the total face amount of all outstanding letters of credit equal to applicable margin on LIBOR loan in effect per annum, (ii) a monthly fronting fee equal to 0.125% per annum on the daily average of all outstanding letters of credit, (iii) annual administration fees, and (iv) agent, arrangement, and other similar fees.

Availability on the Revolver is computed as (i) the lesser of the revolving commitment ($90,000) and the borrowing base less, (ii) the aggregate principal amount of all loans outstanding (“outstanding borrowings”) less, (iii) total letters of credit obligations outstanding (“letters of credit”). The Revolver also contains a letter of credit facility in the amount of $25,000. Letters of credit outstanding at December 29, 2013 totaled $13,061. The availability under the Revolver was $76,939 as of December 29, 2013.

Term Loan

Borrowings on the New Term Loan bear interest, at the option of the Company, at a rate per annum equal to (i) LIBOR plus an applicable margin of 3.50%, or Base Rate plus an applicable margin of 4.50%. LIBOR has a floor of 1.00%. The Term Loan requires quarterly installments of $6,000.

Aggregate maturities of the Term Loan as of December 29, 2013, are as follows:

Fiscal Years
2014	$	24,000
2015		24,000
2016		24,000
2017		24,000
2018		208,000

The Debt includes restrictive financial covenants including a minimum requirement for fixed charge coverage ratio and maximum leverage ratio, as well as material adverse change provisions. The obligations under the Debt are collateralized by substantially all of the Company’s assets.

F-76

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

9. Members’ Equity

As of December 29, 2013 the Company had 91,444 units of membership interest. Voting rights, allocation of earnings, and distributions in the event of liquidation occur proportionate to membership interests.

10. Member Unit-Based Compensation

In April 2012, the Company established an Equity Based Compensation Plan (“2012 Plan”). The 2012 Plan consists of 10,160 authorized plan units which vest on a straight-line basis over a four year period beginning May 7, 2012. As of December 29, 2013, 8,127 plan units were outstanding. Under the 2012 Plan, certain employees and board members are awarded plan units which grant the award holder the right to receive an amount due to a distribution event. The 2012 plan defines a distribution event as a dividend payment or change in control. As the 2012 plan awards are only settled in cash, they are classified as liability in the Consolidated Statement of Financial Position.

Liability classified awards are generally adjusted to fair market value at each reporting period. The existence of the performance conditions (e.g. distribution event) requires the Company to make a probability assessment. To the extent the performance condition is probable, compensation expense should be recognized. If the performance condition is not probable, no compensation expense is recognized. As of December 29, 2013, the Company has not deemed a distribution event to be probable; and therefore, no compensation expense or liability has been recognized in 2013.

11. Income Taxes

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

All of the earnings of the Company pass through to the members for U.S. federal income tax purposes and as a result there are no provisions for U.S. federal income taxes reflected in the accompanying financial statements. The Company is subject to tax in Mexico and certain states within the U.S.

F-77

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Significant components of the income tax provision are as follows for the year ended December 29, 2013:

Current
U.S. federal	$	—
U.S. state and local		219
Mexico		7,772
Total current		7,991
Deferred
U.S. federal		—
U.S. state and local		—
Mexico		(959	)
Total deferred		(959	)
Total income tax provision	$	7,032

Deferred tax assets and liabilities consist of the following:

Deferred tax assets	$	498
Deferred tax liabilities		—
Net deferred tax asset (liability)	$	498

Significant items giving rise to deferred tax assets and liabilities include components of working capital, property, plant and equipment, and net operating losses (“NOL”). In fiscal 2013, the Company used NOL carryforwards from Mexico of approximately $1,501. The NOL carryforwards resulted in a decrease in deferred tax assets of approximately $450 as of December 29, 2013. The Company maintains NOL carryforwards from Mexico of approximately $1,155 as of December 29, 2013.

The Company did not record taxes on its undistributed earnings from its Mexico operations of approximately $41,967 at December 29, 2013, since these earnings are considered by the Company to be permanently reinvested or capable of being repatriated with no material tax liability. If at some future date, these earnings cease to be permanently reinvested, the Company and its passthrough members may be subject to income taxes and foreign withholdings taxes on such amounts. Determining the unrecognized deferred tax liability on the potential distribution of these earnings is not practicable as such liability, if any, is dependent on circumstances existing when remittance occurs.

As of and throughout the fiscal year ended December 29, 2013, the Company had no unrecognized tax benefits.

F-78

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Penalties and tax-related interest are reported as a component of income tax expense. As of December 29, 2013, there is no accrued income tax-related interest or penalties in the Consolidated Statement of Financial Position. During the next twelve months, the Company does not anticipate any significant changes to the amount of its unrecognized tax benefits.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and local jurisdictions, where applicable. The tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the inception of the Company in 2010.

The Company is indemnified by the previous owner of Novocast and Teknik for any tax liabilities related to Novocast and Teknik prior to the April 11, 2011 acquisition that could result from any tax audits of those periods.

12. Retirement Plans

The Company maintains five noncontributory defined benefit pension plans for certain of its employees covered by collective-bargaining agreements. The Company’s policy is to fund amounts as required under applicable laws and regulations. As required by Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, the Company used a December 29, 2013 measurement date for its plans as of the year ended December 29, 2013.

F-79

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

The following provides a rollforward of the plans’ benefit obligations, plan assets, funded status, and recognition in the Consolidated Statement of Financial Position:

Change in benefit obligation
Benefit obligation - beginning of year	$	36,019
Service cost		342
Interest cost		1,328
Actuarial (gain) loss		(4,476	)
Benefits paid		(1,543	)
Effect of curtailment		(27	)
Benefit obligation - end of year	$	31,643
Change in fair value of plan assets
Fair value of plan assets - beginning of year	$	22,376
Actual return on plan assets		3,477
Employer contributions		2,496
Benefits paid		(1,543	)
Fair value of plan assets - end of year	$	26,806
Amounts recognized in the consolidated statements of financial position
Noncurrent assets	$	—
Noncurrent liabilities		(4,837	)
Net amount recognized in the consolidated statements of financial position	$	(4,837	)

Information for pension plans with an accumulated benefit obligation in excess of plan assets
Projected and accumulated benefit obligation	$	31,643
Fair value of plan assets		26,806

Amounts not yet reflected in net periodic benefit cost that are included in accumulated other comprehensive income (loss)
Net loss	$	1,478
Prior service cost		—

F-80

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Based on an actuarial valuation performed as of December 29, 2013, the Company determined its net periodic pension cost of 2013 as follows:

Net periodic benefit cost
Service cost	$	342
Interest cost		1,328
Expected return on plan assets		(1,453	)
Amortization of net loss		467
Net periodic benefit cost		684
Other changes in plan assets and benefit obligation recognized in other comprehensive income
Net (gain) loss		(6,500	)
Amortization of net loss		(467	)
Total recognized in other comprehensive income		(6,967	)
Total recognized in the consolidated statements of operations and other comprehensive income	$	(6,283	)

The following table sets forth the weighted-average assumptions of the plans at December 29, 2013:

Discount rate (used to determine benefit obligation)	4.66	%
Discount rate (used to determine net periodic benefit cost)	3.78
Expected return on assets	7.25

The rate of compensation increase is not applicable due to the fact that the plans’ benefits are based on credited years of service. The plans’ assets are composed primarily of pooled separate accounts in which the underlying securities are primarily publicly traded domestic equities and government debt securities. The plans’ asset allocation range, based on the nature of the underlying securities for the pooled separate accounts for fiscal 2013 approximated the plans’ asset allocation percentages at December 29, 2013, as presented below:

	Percentage of Plans’ Assets
Asset category
Equity securities		50	%
Debt securities		40
Real estate		10
		100	%

The Company’s pension investment policy involves evaluating asset/liability studies periodically performed by third party pension consultants. These studies estimate trade-offs between expected

F-81

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

returns on investments and the variability in anticipated cash contributions to fund the pension liabilities. The Company’s pension investment policy for plans managed directly by the Company and its third party consultants is to invest in pooled separate accounts for which the underlying securities represent a relatively high proportion in publicly traded equities and long-term publicly traded debt.

Assumptions regarding the expected rate of return on the plans’ assets are based primarily on judgments made by management. These judgments take into account the expectations of third party pension consultants and actuaries.

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net expense during the next fiscal year are as follows:

Prior service cost	$	—
Actuarial losses		—

Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Estimated future benefit payments
2014	$	1,748
2015		1,501
2016		1,601
2017		1,908
2018		1,898
2019–2023		10,640

Total employer contributions of approximately $2,904 are expected to be made to the plans in fiscal 2014.

The Company’s Brewton, AL, division’s union employees are covered by a multiemployer defined benefit pension plan sponsored by the union which represents the employees. The Company makes contributions to the plan in accordance with the collective-bargaining agreement between the Company and the union. The collective bargaining agreement, which expires July 19, 2015, requires funding of $0.35 per employee compensated hour. The Company contributed $241 to the plan in fiscal year 2013. These contributions do not represent more than 5% of total multiemployer defined pension plan contributions. The multiemployer defined benefit plan is not subject to a funding improvement plan and maintains a “Green” certified funded status as determined by the plan’s actuary, which is required by the Pension Protection Act of 2006. Among other factors, plans in the “Green Zone” are at least 80% funded.

Three of the Company’s collective-bargaining agreements, covering 194, 146, and 33 employees, will be renegotiated in fiscal 2014.

The Company maintains several defined contribution plans for hourly and salaried employees who meet certain eligibility requirements. Contribution expense for fiscal year 2013 under the defined contribution plans totaled $1,756.

F-82

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

13. Postretirement Benefits Other Than Pensions

The Company assumed the liability for post-retirement benefits other than pensions from a predecessor company. The plan is unfunded, and the Company currently funds the cost of providing benefits as they are incurred. The measurement date for this plan is the Company’s fiscal year-end.

Retirees and their spouses governed by this plan receive supplemental Medicare health insurance coverage until the retiree’s death and retiree life insurance, in varying amounts, for the remainder of the retiree’s life.

The following disclosures are related to the year ended December 29, 2013:

Change in benefit obligation
Benefit obligation - beginning of year	$	1,799
Interest cost		53
Actuarial (gain) loss		(298	)
Benefits paid		(113	)
Benefit obligation - end of year	$	1,441
Unfunded status as recognized in the consolidated statements of financial position
Current liabilities	$	119
Noncurrent liabilities		1,322
Unfunded status as recognized in the consolidated statements of financial position	$	1,441
Amounts not yet reflected in net periodic benefit cost that are included in accumulated other comprehensive income (loss)
Net (gain) loss	$	(241	)
Net periodic benefit cost
Interest cost	$	53
Total recognized in net periodic benefit cost		53
Other changes in benefit obligations recognized in other comprehensive income
Net (gain) loss		(298	)
Total recognized in other comprehensive income		(298	)
Total recognized in net periodic benefit cost and other comprehensive income	$	(245	)

F-83

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

The following table sets forth the weighted-average assumptions used:

Weighted-average assumptions used to determine benefit obligation
Discount rate	3.96	%
Health care cost initial trend rate	7.30	%
Ultimate trend rate	4.50	%
Ultimate trend rate to be reached in year	2028
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate	3.07	%
Health care cost initial trend rate	7.50	%
Ultimate trend rate	4.50	%
Ultimate trend rate to be reached in year	2028

A one percentage point increase or decrease in the healthcare cost trend rate assumption would not have a significant effect on the amounts reported.

The estimated net actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic pension benefit cost over the next year is $0.

The following table sets forth the expected future benefit payments in connection with this plan:

Fiscal Years
2014	$	119
2015		119
2016		118
2017		117
2018		116
2019–2023		549

14. Commitments and Contingencies

Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows of the Company.

The Company is also subject to numerous federal, state, and local environmental laws and regulations. Management believes that the Company is in material compliance with such laws and regulations and that any potential environmental liabilities are not material to the consolidated financial position, results of operations, or cash flows of the Company.

F-84

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Commitments

The Company leases offices and equipment under operating lease agreements expiring in various years through 2018. Rent expense under operating leases for fiscal year 2013 was $2,453. Minimum future rental payments under operating leases having remaining terms in excess of one year as of December 29, 2013 are as follows:

Fiscal Years
2014	$	1,492
2015		1,492
2016		672
2017		277
2018 and thereafter		511
	$	4,444

15. Supplemental Disclosures of Cash Flow Information

Supplemental disclosures of cash flow information
Cash paid for interest	$	17,091
Cash paid for income tax		4,409
Noncash investing and financing activities
Accrued liabilities for purchases of property, plant, and equipment		2,598
Accrued liabilities for acquisition of Novocast and Teknik		—

16. Segment and Geographic Information

The Company operates in one operating and reporting segment: the manufacture of cast, machined and assembled components for the light, commercial and industrial vehicle and equipment end-markets. The following table presents net sales, long-lived assets, and total assets by geographic area, attributable to each subsidiary’s continent of domicile. Long-lived assets exclude goodwill.

Net sales
United States	$	908,724
Mexico		126,890
Total net sales	$	1,035,614
Long-lived assets
United States	$	156,124
Mexico		55,196
	$	211,320
Total assets
United States	$	316,694
Mexico		94,563
Total assets	$	411,257

17. Guarantor Subsidiaries and Non-Guarantor Subsidiaries

On June 2, 2014, the Company was acquired by a wholly-owned subsidiary of certain private equity funds affiliated with American Securities LLC (together with its affiliates, “American Securities”) and certain members of the Company’s management. On August 4, 2014, the Company merged with two other businesses (HHI and Metaldyne) that were under common ownership and control of American Securities to form Metaldyne Performance Group Inc. (“MPG”). In October 2014, MPG issued 7.375% Senior Notes due 2022, which were guaranteed by MPG and certain of its wholly-owned domestic subsidiaries, including Grede Holdings LLC and its domestic subsidiaries (“Grede Guarantor Subsidiaries”).

F-85

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

All of the Grede Guarantor Subsidiaries are 100% owned by MPG. Each guarantee by a Grede Guarantor Subsidiary is full, unconditional, joint and several. The non-domestic subsidiaries of Grede Holdings, LLC have not guaranteed the Senior Credit Facilities or the Senior Notes (“Grede Non-Guarantor Subsidiaries”).

The accompanying supplemental condensed, consolidating financial information is presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company’s share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associate intercompany balances and transactions.

Condensed Consolidating Statement of Financial Position

December 2013

	Guarantor			Non-Guarantor			Eliminations			Consolidated
				(In Thousands)
Assets
Current assets
Cash and cash equivalents		38,756			4,402						43,158
Accounts receivables, net		85,412			12,205			(226	)		97,391
Inventories		34,101			4,235						38,336
Prepaid expenses and other current assets		2,527			5,881						8,408
Deferred income taxes		—			498						498
Total current assets		160,796			27,221			(226	)		187,791
Property and equipment, net		120,007			51,121						171,128
Amortizable intangible assets, net		27,249			3,842						31,091
Goodwill		—			12,146						12,146
Other assets		8,868			233						9,101
Intercompany N/R (with Mexico)		30,313			—			(30,313	)		—
Investment in subsidiaries		37,182			—			(37,182	)		—
Total assets		384,415			94,563			(67,721	)		411,257
Liabilities and Members’ Equity
Current liabilities
Outstanding checks in excess of bank balance		4,159			—						4,159
Current portion of long-term debt		24,000			—						24,000
Accounts payable		66,520			15,844			(226	)		82,138
Accrued wages and benefits		6,474			3,500						9,974
Accrued insurance		5,280			(15	)					5,265
Other accrued expenses		6,511			7,528						14,039
Total current liabilities		112,944			26,857			(226	)		139,575
Long-term liabilities
Revolving credit facility		—			—						—
Long-term debt		280,000			—						280,000
Accrued pension obligation		4,837			—						4,837
Accrued other post-retirement obligation		1,322			—						1,322
Accrued insurance		11,300			—						11,300
Other long-term liabilities		1,998			211						2,209
Intercompany N/P (Mexico)					30,313			(30,313	)		—
Total liabilities		412,401			57,381			(30,539	)		439,243
Members’ equity (deficit)
Contributed Capital		90,261			22,849			(22,849	)		90,261
Accumulated earnings (deficit)		(117,010	)		14,333			(14,333	)		(117,010	)
Accumulated other comprehensive income (loss)		(1,237	)		—						(1,237	)
Total members’ equity (deficit)		(27,986	)		37,182			(37,182	)		(27,986	)
Total liabilities and members’ equity (deficit)		384,415			94,563			(67,721	)		411,257

F-86

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the year ended December 31, 2013

	Guarantor		Non-Guarantor		Eliminations			Consolidated
			(In Thousands)
Net income (loss)		75,793		6,751		(6,751	)		75,793
Other comprehensive income (loss), net of tax:
Net gain (loss)		6,798							6,798
Amortization of loss		467							467
Pension and other post-retirement benefits		7,265		—		—			7,265
Comprehensive income (loss)		83,058		6,751		(6,751	)		83,058
Less comprehensive income attributable to noncontrolling interest									—
Comprehensive income (loss) attributable to stockholders		83,058		6,751		(6,751	)		83,058

F-87

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Condensed Consolidating Statement of Operations

For the year ended December 31, 2013

	Guarantor		Non-Guarantor		Eliminations			Consolidated
			(In Thousands)
Net sales	$	908,724	$	126,890					1,035,614
Cost of sales		753,942		104,298					858,240
Gross profit		154,782		22,592		—			177,374
Selling, general and administrative expenses		48,624		7,373					55,997
Impairment loss		18,208							18,208
Operating profit (loss)		87,950		15,219		—			103,169
Interest expense, net		17,339		3,005					20,344
Income (loss) before tax		70,611		12,214		—			82,825
Income tax expense		1,569		5,463					7,032
Income (loss) before equity income		69,042		6,751		—			75,793
Net income (loss)		75,793		6,751		(6,751	)		75,793
Income attributable to noncontrolling interest									—
Net income (loss) attributable to stockholders		75,793		6,751		(6,751	)		75,793

F-88

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 29, 2013

(in thousands of dollars)

Condensed Consolidating Statement of Cash Flows

For the year ended December 31, 2013

	Guarantor			Non-Guarantor			Eliminations			Consolidated
				(In Thousands)
Net Income		75,793			6,751			(6,751	)		75,793
Adjustments to reconcile net income to cash provided by (used in) operating activities
Recovery of losses on receivables		(466	)		(120	)					(586	)
Impairment loss		18,208			—						18,208
Depreciation and amortization		22,238			9,333						31,571
Amortization of debt financing costs		2,682			—						2,682
Loss (gain) on foreign currency option		1,299			—						1,299
Loss on sale of fixed assets		2,598			—						2,598
Earnings from equity in subsidiaries		(6,751	)		—			6,751			—
Deferred income taxes		—			(959	)					(959	)
Changes in operating assets and liabilities
Accounts receivable - trade		(2,058	)		67						(1,991	)
Inventories		710			603						1,313
Prepaid expenses and other assets		2,143			(751	)					1,392
Accounts payable		(4,386	)		3,197						(1,189	)
Accrued expenses and other liabilities		(9,280	)		(505	)					(9,785	)
Net cash provided by (used for) operating activities		102,730			17,616			—			120,346
Cash flow from investing activities
Capital expenditures		(34,116	)		(5,311	)					(39,427	)
Proceeds from sale of fixed assets		2,713			—						2,713
Intercompany NR		12,200			—			(12,200	)		—
Net cash used for investing activities		(19,203	)		(5,311	)		(12,200	)		(36,714	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		(4,146	)		—						(4,146	)
Borrowings of revolving credit facility		125,850			—						125,850
Repayments of revolving credit facility		(155,850	)		—						(155,850	)
Proceeds of long-term debt		30,000			—						30,000
Principal payments of term debt		(22,000	)		—						(22,000	)
Payment of debt issue costs		(2,290	)		—						(2,290	)
Distributions to members		(19,343	)		—						(19,343	)
Intercompany NP					(12,200	)		12,200			—
Net cash provided by (used for) financing activities		(47,779	)		(12,200	)		12,200			(47,779	)
Net increase in cash and cash equivalents		35,748			105			—			35,853
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		3,008			4,297						7,305
Net increase in cash and cash equivalents		35,748			105			—			35,853
Cash and cash equivalents, end of period		38,756			4,402			—			43,158

18. Subsequent Events

The Company evaluated subsequent events occurring through March 14, 2014, which is the date the financial statements were issued. There are no significant subsequent events to report.

F-89

Independent Auditor’s Report

To the Board of Managers and Members of

Grede Holdings LLC:

We have audited the accompanying consolidated financial statements of Grede Holdings LLC and its Subsidiaries, which comprise the consolidated statement of financial position as of December 30, 2012, and the related consolidated statements of operations, comprehensive income, members’ equity (deficit) and cash flows for the two years ended December 30, 2012 and January 1, 2012.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grede Holdings LLC and its Subsidiaries at December 30, 2012, and the results of their operations and their cash flows for the two years ended December 30, 2012, and January 1, 2012 in accordance with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopersLLP

Detroit, Michigan

March 14, 2014

F-90

Grede Holdings LLC and Subsidiaries

Consolidated Statement of Financial Position

December 30, 2012

(in thousands of dollars)

	2012
Assets
Current assets
Cash and cash equivalents	$	7,305
Accounts receivable - trade - less allowance for doubtful accounts of $980		94,814
Inventories		41,930
Prepaid expenses and other current assets		9,561
Deferred tax assets		86
Total current assets		153,696
Property, plant and equipment - net of accumulated depreciation		182,656
Intangible and other assets - net of accumulated amortization		33,984
Goodwill		12,146
Other assets		9,769
Total assets	$	392,251
Liabilities and Members’ Deficit
Current liabilities
Outstanding checks in excess of bank balance	$	8,305
Current portion of long-term debt		22,000
Accounts payable		83,974
Accrued wages and benefits		14,379
Accrued insurance		5,633
Other accrued expenses		13,834
Total current liabilities		148,125
Long-term liabilities
Revolving credit facility		30,000
Long-term debt		274,000
Accrued pension plan obligation		13,643
Accrued other post-retirement benefit obligation		1,669
Accrued insurance		12,678
Other long-term liabilities		3,290
Deferred tax liabilities		547
Total long-term liabilities		335,827
Total liabilities		483,952
Members’ deficit
Contributed capital		90,261
Accumulated deficit		(173,460	)
Accumulated other comprehensive loss		(8,502	)
Total members’ deficit		(91,701	)
Total liabilities and members’ deficit	$	392,251

The accompanying notes are an integral part of these consolidated financial statements.

F-91

Grede Holdings LLC and Subsidiaries

Consolidated Statements of Operations

Years Ended December 30, 2012 and January 1, 2012

(in thousands of dollars)

	2012		2011
Net sales	$	1,129,987	$	994,676
Cost of sales		947,689		870,003
Gross profit		182,298		124,673
Selling, general and administrative expenses		73,568		48,219
Impairment loss		4,222		—
Operating income		104,508		76,454
Interest expense		14,856		4,034
Income before income taxes		89,652		72,420
Income tax expense		3,401		2,536
Net income	$	86,251	$	69,884

The accompanying notes are an integral part of these consolidated financial statements.

F-92

Grede Holdings LLC and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 30, 2012 and January 1, 2012

(in thousands of dollars)

	2012			2011
Net income	$	86,251		$	69,884
Other comprehensive income
Net loss		(926	)		(6,204	)
Amortization of net loss		422			23
Pension and other post-retirement benefits		(504	)		(6,181	)
Comprehensive income	$	85,747		$	63,703

The accompanying notes are an integral part of these consolidated financial statements.

F-93

Grede Holdings LLC and Subsidiaries

Consolidated Statements of Members’ Equity (Deficit)

Years Ended December 30, 2012 and January 1, 2012

(in thousands of dollars)

							Accumulated
				Accumulated			Other
	Contributed			Earnings			Comprehensive
	Capital			(Deficit)			Loss			Total
Balances at January 2, 2011	$	91,819		$	39,701		$	(1,817	)	$	129,703
Net income		—			69,884			—			69,884
Other comprehensive loss		—			—			(6,181	)		(6,181	)
Equity incentive plan compensation		591			—			—			591
Distributions to members		—			(24,377	)		—			(24,377	)
Balances at January 1, 2012		92,410			85,208			(7,998	)		169,620
Net income		—			86,251			—			86,251
Other comprehensive loss		—			—			(504	)		(504	)
Acquisition of member units		(3,550	)		—			—			(3,550	)
Equity incentive plan compensation		1,401			—			—			1,401
Distributions to members		—			(344,919	)		—			(344,919	)
Balances at December 30, 2012		90,261			(173,460	)		(8,502	)		(91,701	)

The accompanying notes are an integral part of these consolidated financial statements.

F-94

Grede Holdings LLC and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 30, 2012 and January 1, 2012

(in thousands of dollars)

	2012			2011
Cash flows from operating activities
Net income	$	86,251		$	69,884
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Provision for (recovery of) losses on receivables		(940	)		144
Impairment loss		4,222			—
Depreciation and amortization		27,815			21,861
Amortization of debt financing costs		2,225			969
Loss (gain) on foreign currency option		(981	)		552
Equity incentive plan compensation		1,401			591
Loss (gain) on sale of property, plant and equipment		311			(122	)
Deferred income taxes		(344	)		518
Changes in operating assets and liabilities
Accounts receivable - trade		15,386			(826	)
Inventories		3,151			(10,247	)
Prepaid expenses and other assets		7,167			(6,927	)
Accounts payable		(13,110	)		10,664
Accrued expenses and other liabilities		(8,392	)		(13,564	)
Net cash provided by operating activities		124,162			73,497
Cash flows from investing activities
Property, plant and equipment expenditures		(47,578	)		(27,060	)
Acquisition of Novocast and Teknik, net of cash received		—			(75,406	)
Acquisition of Radford, net of cash received		(7,782	)		—
Proceeds from sale of property, plant and equipment		—			217
Change in restricted cash		—			600
Net cash used in investing activities		(55,360	)		(101,649	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		5,755			(6,067	)
Borrowings of revolving credit facility		30,000			46,500
Repayments of revolving credit facility		(45,000	)		(1,500	)
Proceeds from issuance of long-term debt		300,000			25,000
Repayments of term debt agreement		(22,750	)		(6,250	)
Cash paid for debt financing costs		(10,694	)		(2,051	)
Acquisition of member units		(3,550	)		—
Distributions to members		(344,919	)		(24,377	)
Net cash provided by (used in) financing activities		(91,158	)		31,255
Net increase (decrease) in cash and cash equivalents		(22,356	)		3,103
Cash and cash equivalents
Beginning of year		29,661			26,558
End of year	$	7,305		$	29,661

The accompanying notes are an integral part of these consolidated financial statements.

F-95

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

1. Organization and Nature of Business

The Company is a manufacturer of cast and machined components for the capital and durable goods industries. At its operating divisions, the Company produces iron castings and machined and assembled components for automobiles; light, medium, and heavy trucks; off-highway construction equipment; agricultural equipment; pumps; compressors and industrial valves; and other durable goods. The Company owns and operates facilities in Alabama, Indiana, North Carolina, Michigan, Minnesota, Nebraska, Virginia, Wisconsin, and Mexico, which function as separate divisions or subsidiaries.

The Company sells castings and machined components to customers in various industries and geographic regions of North America. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition; the Company does not generally require collateral. Percentages of sales to customers in specific industries were as follows:

	2012			2011
Automotive/light truck		45	%		44	%
Medium/heavy truck		25			24
Agriculture		8			9
Construction equipment		7			8
Hydraulics		3			4
Compressors		3			4
Other industries		9			7
		100	%		100	%

For the year ended December 30, 2012, approximately 30% of the Company’s sales and accounts receivable were from its top five primary customers.

The Company operates on a 52 or 53 week fiscal year which ends on the Sunday nearest to December 31. The year ended December 30, 2012 (herein referred to as “fiscal 2012”), and the year ended January 1 2012 (herein referred to as “fiscal 2011”), contained 52 weeks.

2. Business Combinations

2011 Mexico Acquisition

On April 11, 2011 the Company closed on the purchase of all of the common stock of Novocast, S.A. de C.V. (“Novocast”) and Teknik, S.A. de C.V. (“Teknik”) for consideration of $79,100, consisting of $7,600 in cash and $71,500 of proceeds from a new asset-based lending facility. The cash consideration includes $2,100 in a working capital adjustment paid in 2012 and is included in other accrued expenses in the 2011 Consolidated Statement of Financial Position. Novocast and Teknik operate primarily in the ferrous metal foundry product manufacturing industry making iron castings, either from purchased metals or integrated secondary smelting and casting plants. The acquisition of Novocast and Teknik provides the Company strategic access to selected customers and markets.

F-96

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The Company recorded goodwill of $12,146, as the purchase considerations exceeded the fair value of the assets acquired and liabilities assumed. The goodwill recognized is primarily the result of intangible assets, including assembled workforce, that do not qualify for separate recognition. Transaction costs of $1,159 are included in selling, general, and administrative expenses in the 2011 Consolidated Statement of Operations. The fair value of the assets acquired and liabilities assumed are summarized as follows:

	Fair Value
Cash and cash equivalents	$	1,594
Accounts receivable		27,061
Prepaid expenses and other assets		7,209
Inventory		5,806
Deferred tax asset		214
Property, plant and equipment		63,681
Intangible assets		5,254
Goodwill		12,146
Accounts payable and accrued expenses		(43,250	)
Deferred tax liability		(615	)
	$	79,100

2012 Radford Acquisition

On March 26, 2012 the Company closed on the purchase of certain assets of Virginia Castings, Inc. located in Radford, Virginia (“Radford”) for cash consideration of $7,822. Radford operated primarily in the ferrous metal foundry product manufacturing industry making iron castings, either from purchased metals or integrated secondary smelting and casting plants. The acquisition of Radford provided the Company strategic access to selected customers and markets.

Transaction costs of $496 are included in selling, general, and administrative expenses in the 2012 Consolidated Statement of Operations.

The fair value of the assets acquired and liabilities assumed are summarized as follows:

	Fair Value
Cash and cash equivalents	$	40
Accounts receivable		2,767
Inventory		1,886
Property, plant and equipment		12,451
Accounts payable and accrued expenses		(7,925	)
Other long-term liabilities		(1,397	)
	$	7,822

The transaction was accounted for as a business combination in accordance with accounting principles generally accepted in the United States of America. The purchase method under current authoritative guidance requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the transaction date.

F-97

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses were recorded at historical carrying values, given the short-term nature of these assets and liabilities. Inventory, property, plant and equipment, and long-term liabilities outstanding as of the transaction date have been valued based on management’s estimate of fair value.

The fair values of the assets acquired and liabilities assumed were determined using the cost and market approaches. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used, as appropriate, for plant, property and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation. The market approach, which indicates value for a subject asset based on available market pricing for comparable assets, was utilized for acquired inventory.

3. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of Grede Holdings LLC, its divisions, and wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash and cash equivalents with large financial institutions. At times, such cash and cash equivalents in banks may be in excess of the FDIC insurance limit.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on specific identification of uncollectible accounts. The Company reviews its allowance for doubtful accounts periodically. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.

Inventories

Raw material inventories are stated at the lower of cost (principally first-in, first-out basis) or market. Casting and machined component inventories are stated at the lower of cost (principally average cost, which approximates first-in, first-out) or market. Supplies and container inventories are stated at the lower of cost (principally average cost) or market.

F-98

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Property, Plant, and Equipment

Property, plant, and equipment are valued at cost less accumulated depreciation. Maintenance, repairs, and minor renovations are charged to expense as incurred. Upon sale, retirement, or other disposition of these assets, the gross value and related accumulated depreciation are removed from the respective accounts, and any gain or loss on the disposition is included in results of operations.

The Company provides for depreciation of property, plant, and equipment using primarily the straight-line method designed to depreciate costs over the shorter of the estimated useful lives or lease period as shown below:

	Estimated
	Useful Life
Buildings	20–33 years
Plant equipment (including tools and dies)	3–15 years
Office equipment	3–5 years
Transportation equipment	3–5 years

Goodwill

Goodwill represents the excess of the cost of an acquired business over the amounts assigned to assets acquired and liabilities assumed. Goodwill is subject to an impairment analysis annually or more frequently if an event occurs or circumstances indicate the carrying amount may be impaired. The Company qualitatively assesses its goodwill based on evaluation of various events and circumstances, including macro economic conditions, industry and market conditions, cost factors, relevant events and financial trends that may impact the fair value of the reporting unit. Using this qualitative assessment, the Company determines whether it is more-likely-than not the fair value exceeds its carrying value. If it is determined that it is not more-likely-than-not the fair value exceeds the carrying value, or upon a triggering event, the Company performs a quantitative two step method in which the carrying amount of the reporting unit (i.e. Mexico operations) is compared to its fair value.

Long-Lived Assets

The Company evaluates the carrying value of long-lived assets, including intangible assets subject to amortization, when events and circumstances warrant such a review. The carrying value of long-lived assets is considered impaired when the anticipated undiscounted cash flows from such assets are less than their carrying value. In that event, a loss is recognized equal to the amount by which the carrying value exceeds the fair value of the long-lived assets. The Company recorded impairment charges of $4,222, and $0 in 2012 and 2011, respectively. In addition, the Company periodically reviews the appropriateness of the estimated useful lives of its long-lived assets.

Deferred Financing Costs

Deferred financing costs are incurred to obtain long-term financing and are amortized using the effective interest method over the term of the related debt. The amortization of deferred financing costs is classified in interest expense in the Consolidated Statements of Operations.

Outstanding Checks in Excess of Bank Balance

The Company maintains a consolidated cash management system with its bank. As a result of maintaining this consolidated cash management system, the Company regularly maintains a zero

F-99

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

bank balance under its revolving credit arrangement, resulting in book cash overdrafts. Such overdrafts are included in current liabilities in the accompanying Consolidated Statements of Financial Position.

Revenue Recognition

Revenue from casting and machined component sales is recognized, net of estimated costs of returns, allowances, and sale incentives, upon shipment to customers when there is persuasive evidence of an arrangement, the product price is fixed or determinable, and collection of the resulting receivable is probable. The Company has no post delivery obligations, and product returns are reasonably estimable.

The Company recognizes in cost of sales reimbursements from customers relating to patterns built on their behalf, net of expenses incurred to build such patterns, primarily upon receiving customer approval of the completed pattern.

Shipping Costs

The Company’s shipping and handling costs are classified in cost of sales and amounts billed to customers for these costs are classified in revenues in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued liabilities are recorded at cost which approximates fair value due to the short-term maturity of these instruments.

Pensions and Other Postretirement Employee Defined Benefits

Pensions and other postretirement employee benefit costs and related liabilities and assets are dependent upon assumptions used in calculating such amounts. These assumptions include discount rates, expected returns on plan assets, health care cost trends, and other factors. In accordance with generally accepted accounting principles, actual results that differ from the assumptions used are accumulated and amortized over future periods, and accordingly, generally affect recognized expense in future periods.

Accounting for Income Taxes

All of the earnings of the Company pass through to the members for U.S. federal income tax purposes and as a result there are no provisions for U.S. federal income taxes reflected in the accompanying financial statements. The Company is subject to tax in Mexico and certain states within the U.S.

Corporate income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized to reflect temporary differences between the basis of assets and liabilities for financial reporting purposes and income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is determined that a tax benefit will not be realized.

At its inception, the Company adopted the Financial Accounting Standards Board (“FASB”) interpretation, Accounting for Uncertainty in Income Taxes, which prescribes standards for the

F-100

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

recognition and measurement of tax positions taken or expected to be taken in an income tax return. The interpretation requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. The more likely than not threshold represents a positive assertion by management that a company is entitled to the economic benefit of a tax position. If a tax position is not considered more likely than not to be sustained based solely on its technical merits, no benefits of the tax position are to be recognized. Moreover, the more likely than not threshold must continue to be met in each reporting period to support continued recognition of a benefit. The Company is required to adjust its financial statements to reflect only those tax positions that are more likely than not to be sustained.

Comprehensive Income

The Company’s Comprehensive Income consists of net income and unrealized gains and losses on the pension and other post-retirement benefit obligations.

Foreign Currency Transactions

The financial statements of the Mexico operations are measured using the currency of the primary economic environment in which they operate as the functional currency, which is the US dollar. Transaction gains and losses which result from translating assets and liabilities of these entities into the functional currency are included in net earnings. Transaction gains (losses) of ($1,025) and $1,927 were recognized for the years ended December 30, 2012 and January 1, 2012, respectively.

The Company entered into a foreign currency option agreement designed to minimize exposure to currency fluctuations related to Mexican Peso and US Dollar transactions. The foreign currency option agreement is not accounted for as a hedge instrument; and therefore, is “marked to market” each reporting period. The fair value of this derivative is required to be recorded as an asset or liability in the Consolidated Statements of Financial Position at period end. Gains and losses resulting from the change in fair value are recorded in the Consolidated Statements of Operations.

The foreign currency option agreement set the potential range of the exchange rate at the date of settlement from Mexican Peso to the US Dollar between 12.10 and 14.20. The fair value of the foreign currency option agreement asset was $429 as of December 30, 2012. The foreign currency option agreement yielded an unrealized gain (loss) of $981 and $(552) for the years ended December 30, 2012 and January 1, 2012, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

4. Fair Value Measurements

The Company uses fair value measurements in the preparation of its financial statements, which utilize various inputs including those that can be readily observable, corroborated or are generally unobservable. The Company utilizes market-based data and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Company applies assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.

F-101

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The FASB issued the Fair Value Measurement standard which requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various levels of the fair value hierarchy are described as follows:

Level 1	Financial assets and liabilities whose values are based on quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2	Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at 2012.

A	Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.
B	Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
C	Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets measured at fair value on a recurring basis as of December 30, 2012:

							Valuation
Assets (Liabilities)	Level 1		Level 2		Level 3		Technique
2012
Mutual funds: (pension plan)
Equity securities	$	—	$	11,900	$	—	A
Debt securities		—		8,200		—	A
Real estate (pension plan)		—		—		2,300	A,B,C
Foreign currency option agreement		—		429		—	A

F-102

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The following table summarizes the changes in Level 3 assets measured at fair values:

Beginning balance at January 1, 2012	$	1,900
Return on plan assets		200
Purchases		500
Sales		(300	)
Beginning balance at December 30, 2012		2,300

5. Inventories

A summary of inventories at December 30, 2012 are as follows:

	2012
Raw materials	$	14,648
Castings and machined components
Work in process		10,738
Finished goods		14,860
Supplies and containers		2,151
		42,397
Less: Reserve for obsolete and excess inventory		467
Total inventories	$	41,930

6. Property, Plant, and Equipment

A summary of property, plant, and equipment at December 30, 2012 are as follows:

	2012
Land and improvements	$	12,879
Buildings		38,278
Plant equipment (including tools and dies)		146,309
Office equipment		4,940
Transportation equipment		129
Projects in progress		25,154
		227,689
Less: Accumulated depreciation		58,514
		169,175
Spare parts inventory		13,481
	$	182,656

Depreciation expense related to property, plant, and equipment was $25,144 and $19,184 in fiscal years 2012 and 2011, respectively. At December 30, 2012, projects in progress relate to various capital projects that were underway at various facilities, and are anticipated to be completed in fiscal year 2013. Management estimates that the additional spending required to complete these projects will be $5,500 in fiscal year 2013.

F-103

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

7. Intangible and Other Assets

As of December 30, 2012, intangible assets subject to amortization are as follows:

	2012
Category	Amortizable Life-Years		Amount		Accumulated Amortization		Net
Customer relationships		12–25	$	19,071	$	5,275	$	13,796
Trade names		15		8,864		1,739		7,125
Noncompete agreements		5		2,247		809		1,438
Backlog		2		285		250		35
Deferred financing costs		5		15,217		3,627		11,590
			$	45,684	$	11,700	$	33,984

Amortization expense related to the intangible assets and deferred financing costs were $2,671 and $2,225, and $2,677 and $969, respectively, in fiscal years 2012 and 2011.

Future amortization expense related to the Company’s intangible assets and deferred financing costs at December 30, 2012, is as follows:

Fiscal Years
2013	$	5,250
2014		5,275
2015		5,290
2016		4,814
2017		2,497
Thereafter		10,858
	$	33,984

F-104

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

8. Long-Term Debt

As of December 30, 2012 the Company’s borrowing arrangements consisted of a $90,000 revolving credit facility (the “Revolver”) and a $300,000 Term Loan Facility (the “Term Loan”), (or together, the “Debt”).

On April 4, 2012, the Company amended and restated its previous loan and guaranty agreement and entered into the new Term Loan maturing on April 3, 2017. The outstanding amount under the previous term loan was paid in full. The Revolver remained in place, with the maturity date extended to January 2, 2017.

Effective December 18, 2012, the First Amendment to the Term Loan was entered into, which adjusted the quarterly installments of principal on the loan, as described below.

Revolver

Borrowings on the Revolver bear interest, at the option of the Company, at a rate per annum equal to (i) the adjusted London InterBank Offered Rate (LIBOR) plus an applicable margin range of 1.75% to 2.25% based on average availability or (ii) the greater of the Bank of America Prime rate, the Federal Funds rate plus 0.50%, or LIBOR for a 30 day interest period plus 1.50%; plus an applicable margin range of 0.75% to 1.25% based on average availability (“Base Rate”).

The Revolver calls for a commitment fee payable monthly, in arrears, at a rate of 0.25% or 0.375% based on average borrowings and letters of credit greater or less than, respectively, of the total commitments applied to the average daily unused availability on the Revolver. In addition, the Revolver requires the payment of (i) a monthly participation fee on the total face amount of all outstanding letters of credit equal to applicable margin on LIBOR loan in effect per annum, (ii) a monthly fronting fee equal to 0.125% per annum on the daily average of all outstanding letters of credit, (iii) annual administration fees, and (iv) agent, arrangement, and other similar fees.

Availability on the Revolver is computed as (i) the lesser of the revolving commitment ($90,000) and the borrowing base less, (ii) the aggregate principal amount of all loans outstanding (“outstanding borrowings”) less, (iii) total letters of credit obligations outstanding (“letters of credit”). The Revolver also contains a letter of credit facility in the amount of $25,000. Letters of credit outstanding at December 30, 2012 totaled $10,773. The total amounts outstanding and availability under the Revolver were $30,000 and $34,465 as of December 30, 2012, respectively.

Term Loan

Borrowings on the Term Loan bear interest, at the option of the Company, at a rate per annum equal to (i) LIBOR plus and applicable margin of 5.50%, or Base Rate plus an applicable margin of 4.50%. LIBOR has a floor of 1.50%.

The Term Loan, effective April 4, 2012, required payments in quarterly installments of $4,000 beginning September 30, 2012. The $4,000 installments were made in September and December 2012, respectively, with the December 31, 2012 payment being made in fiscal year 2013. With the First Amendment effective December 18, 2012, the quarterly installments increased to $6,000 beginning March 31, 2013. As of December 30, 2012, the outstanding balance on the Term Loan was $296,000.

F-105

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Aggregate maturities of the New Term Loan as of December 30, 2012, are as follows:

Fiscal Years
2013	$	22,000
2014		24,000
2015		24,000
2016		24,000
2017		202,000

The Debt includes restrictive financial covenants including a minimum requirement for fixed charge coverage ratio and maximum leverage ratio, as well as material adverse change provisions. The obligations under the Debt are collateralized by substantially all of the Company’s assets.

9. Members’ Equity

As of December 30, 2012, the Company has 91,444 units of membership interest. Voting rights, allocation of earnings, and distributions in the event of liquidation occur proportionate to membership interests.

10. Member Unit-Based Compensation

The purpose of the Company’s compensation plans is to provide certain employees and board members of the Company with incentive to promote the Company’s financial success and to provide additional compensation that the Company may use to induce able persons to enter into or remain in service of the Company.

The Company’s 2010 Equity Incentive Plan (“2010 Plan”), which was member-approved, permitted the grant of member units and options to its employees for up to 10,159 options/member units. The option awards were generally granted with an exercise price equal to the fair value of the Company’s member units at the date of grant; those option awards generally vest based on 4 years of continuous service and had 10-year contractual terms. Certain member units and options provide for accelerated vesting if there is a change in control as defined in the 2010 Plan.

The fair value of each option award was estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities were based on implied volatilities that have been derived from an industry sector index since the Company’s member units are not traded. The expected term of options granted represents the period of time that options granted were expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected volatility	35	%
Expected dividends	—
Expected term (in years)	6.25
Risk-free rate	2.835

F-106

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

In April 2012, the Company cancelled all outstanding options under the 2010 Plan. The provisions of the 2010 Plan require the Company to make whole any option holder who would otherwise be diluted or harmed as a result of the equity restructuring. As determined by the Compensation Committee, the Company determined to make the option holders whole through a $3,550 one-time payout which approximated the fair value of the options at the time of cancellation. The $1,401 of options unvested at the time of cancellation and cash payment were accounted for as an acceleration of vesting and any remaining grant date expense was recognized immediately.

A summary of option activity under the 2010 Plan as of December 30, 2012 and January 1, 2012, and changes during the period then ended is presented below:

Member Units	Units			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)
Outstanding at January 2, 2011		8,126		$	1.5			9
Granted		—			—			—
Exercised, forfeited or expired		—			—			—
Outstanding at January 1, 2012		8,126			1.5			9
Granted		—			—			—
Cancelled		(8,126	)		(1.5	)		(9	)
Outstanding at December 30, 2012		—		$	—			—
Exercisable, end of year		—		$	—			—

A summary of the status of the nonvested member units under the 2010 Equity Incentive Plan as of December 30, 2012 and January 1, 2012, are presented below:

Nonvested Member Units	Units			Weighted Average Grant Date Fair Value
Outstanding at January 2, 2011		8,126		$	0.3
Granted		—			—
Outstanding at January 1, 2012		8,126			0.3
Granted		—			—
Cancelled		(8,126	)		(0.3	)
Outstanding at December 30, 2012		—		$	—

F-107

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

As of December 30, 2012, and January 1, 2012, there was $0 and $1,401 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2010 Plan. That cost was expected to be recognized over a weighted-average period of 4 years. Compensation expense recognized was $1,401 and $591 for the year ended December 30, 2012 and the year ended January 1, 2012, respectively.

In April 2012, the Company established a new Equity Based Compensation Plan (“2012 Plan”). The 2012 Plan consists of 10,160 authorized plan units which vest on a straight-line basis over a four year period beginning May 7, 2012. During 2012, 8,127 units were issued and as of December 30, 2012, 8,127 plan units were outstanding. Under the 2012 Plan, certain employees and board members are awarded plan units which grant the award holder the right to receive an amount due to a distribution event. The 2012 plan defines a distribution event as a dividend payment or change in control. As the 2012 plan awards are only settled in cash, they are classified as liability in the Consolidated Statement of Financial Position.

Liability classified awards are generally adjusted to fair market value at each reporting period. The existence of the performance conditions (e.g. distribution event) requires the Company to make a probability assessment. To the extent the performance condition is probable, compensation expense should be recognized. If the performance condition is not probable, no compensation expense is recognized. In December 2012, the Company paid $12,414 in a distribution bonus to the 2012 award holders which were recognized as compensation expense. As of December 30, 2012, there is no incremental liability recorded related to these awards as no additional distribution event or change in control is probable.

11. Income Taxes

Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the income tax provision are as follows for the years ended December 30, 2012 and January 1, 2012:

	2012			2011
Current
U.S. federal	$	—		$	—
U.S. state and local		374			1,116
Mexico		3,371			902
Total current		3,745			2,018
Deferred
U.S. federal		—			—
U.S. state and local		—			72
Mexico		(344	)		446
Total deferred		(344	)		518
Total income tax provision	$	3,401		$	2,536

F-108

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Deferred tax assets and liabilities consist of the following:

	December 30, 2012
Deferred tax assets	$	86
Deferred tax liabilities		547
Net deferred tax asset (liability)	$	(461	)

Significant items giving rise to deferred tax assets and liabilities include components of working capital, property, plant and equipment, and net operating losses (“NOL”). In fiscal 2012 the Company used NOL carryforwards from Mexico of approximately $6,239. The NOL carryforwards resulted in a decrease in deferred tax assets of approximately $1,871 as of December 30, 2012.

The Company did not record taxes on its undistributed earnings from its Mexico operations of approximately $26,454 at December 30, 2012, since these earnings are considered by the Company to be permanently reinvested or capable of being repatriated with no material tax liability. If at some future date, these earnings cease to be permanently reinvested, the Company and its passthrough members may be subject to income taxes and foreign withholdings taxes on such amounts. Determining the unrecognized deferred tax liability on the potential distribution of these earnings is not practicable as such liability, if any, is dependent on circumstances existing when remittance occurs.

At December 30, 2012, the Company had no unrecognized tax benefits.

A summary of changes in the gross amount of unrecognized tax benefits is as follows for the year ended December 30, 2012:

	2012
Unrecognized tax benefits at beginning of year	$	6,978
Increase in unrecognized tax benefits
Current year		(6,978	)
Prior year		—
Unrecognized tax benefits at end of year	$	—

Penalties and tax-related interest are reported as a component of income tax expense. As of December 30, 2012, there is no accrued income tax-related interest or penalties in the Consolidated Statement of Financial Position. During the next twelve months, the Company does not anticipate any significant changes to the amount of its unrecognized tax benefits.

F-109

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and local jurisdictions, where applicable. The tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the inception of the Company in 2010.

The Company is indemnified by the previous owner of Novocast and Teknik for any tax liabilities related to Novocast and Teknik prior to the April 11, 2011 acquisition that could result from any tax audits of those periods.

12. Retirement Plans

The Company maintains five noncontributory defined benefit pension plans for certain of its employees covered by collective-bargaining agreements. The Company’s policy is to fund amounts as required under applicable laws and regulations. As required by Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, the Company used a December 30, 2012 measurement date for its plans as of the year ended December 30, 2012.

The following provides a rollforward of the plans’ benefit obligations, plan assets, funded status, and recognition in the Consolidated Statements of Financial Position:

	2012
Change in benefit obligation
Benefit obligation - beginning of year	$	33,412
Service cost		189
Interest cost		1,387
Actuarial loss		2,285
Benefits paid		(1,254	)
Benefit obligation - end of year	$	36,019
Change in fair value of plan assets
Fair value of plan assets - beginning of year	$	19,102
Actual return on plan assets		2,238
Employer contributions		2,290
Benefits paid		(1,254	)
Fair value of plan assets - end of year	$	22,376
Amounts recognized in the consolidated statements of financial position
Noncurrent assets	$	—
Noncurrent liabilities		(13,643	)
Net amount recognized in the consolidated statements of financial position	$	(13,643	)

F-110

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

	2012
Information for pension plans with an accumulated benefit obligation in excess of plan assets
Projected and accumulated benefit obligation	$	36,019
Fair value of plan assets		22,376

	2012		2011
Amounts not yet reflected in net periodic benefit cost that are included in accumulated other comprehensive income loss
Net loss	$	8,445	$	7,558
Prior service cost		—		—

Based on an actuarial valuation performed as of December 30, 2012 and January 1, 2012, the Company determined its net periodic pension cost of 2012 and 2011 as follows:

	2012			2011
Net periodic benefit cost
Service cost	$	189		$	172
Interest cost		1,387			1,483
Expected return on plan assets		(1,241	)		(1,208	)
Amortization of prior service cost		—			—
Amortization of net loss		400			24
Net periodic benefit cost		735			471
Other changes in plan assets and benefit obligation recognized in other comprehensive income
Net loss		1,286			5,957
Amortization of net loss		(400	)		(23	)
Amortization of prior service cost		—			—
Total recognized in other comprehensive income		886			5,934
Total recognized in the consolidated statements of operations and other comprehensive income	$	1,621		$	6,405

The following table sets forth the weighted-average assumptions of the plans at December 30, 2012:

	2012
Discount rate (used to determine benefit obligation)		3.79	%
Discount rate (used to determine net periodic benefit cost)		4.25
Expected return on assets		7.25

F-111

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The rate of compensation increase is not applicable due to the fact that the plans’ benefits are based on credited years of service. The plans’ assets are composed primarily of pooled separate accounts in which the underlying securities are primarily publicly traded domestic equities and government debt securities. The plans’ asset allocation range, based on the nature of the underlying securities for the pooled separate accounts for fiscal 2012 approximated the plans’ asset allocation percentages at December 30, 2012, as presented below:

	Percentage of Plans’ Assets
	2012
Asset category
Equity securities		53	%
Debt securities		37
Real estate		10
		100	%

The Company’s pension investment policy involves evaluating asset/liability studies periodically performed by third party pension consultants. These studies estimate trade-offs between expected returns on investments and the variability in anticipated cash contributions to fund the pension liabilities. The Company’s pension investment policy for plans managed directly by the Company and its third party consultants is to invest in pooled separate accounts for which the underlying securities represent a relatively high proportion in publicly traded equities and long-term publicly traded debt.

Assumptions regarding the expected rate of return on the plans’ assets are based primarily on judgments made by management. These judgments take into account the expectations of third party pension consultants and actuaries.

The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net expense during the next fiscal year are as follows:

Prior service cost	$	—
Actuarial losses		—

Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Estimated future benefit payments
2013	$	1,665
2014		1,495
2015		1,568
2016		1,578
2017		2,045
2018–2022		11,250

F-112

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Total employer contributions of approximately $2,391 are expected to be made to the plans in fiscal 2013.

The Company’s Brewton, AL, division’s union employees are covered by a multiemployer defined benefit pension plan sponsored by the union which represents the employees. The Company makes contributions to the plan in accordance with the collective-bargaining agreement between the Company and the union. The collective bargaining agreement, which expires July 19, 2015, requires funding of $0.35 per employee compensated hour. The Company contributed $253 and $284 to the plan in fiscal years 2012 and 2011, respectively. These contributions do not represent more than 5% of total multiemployer defined pension plan contributions. The multiemployer defined benefit plan is not subject to a funding improvement plan and maintains a “Green” certified funded status as determined by the plan’s actuary, which is required by the Pension Protection Act of 2006. Among other factors, plans in the “Green Zone” are at least 80% funded.

Three of the Company’s collective-bargaining agreements, covering 308, 195, and 148 employees, were renegotiated in fiscal year 2012. Three of the Company’s collective-bargaining agreements, covering 194, 146, and 33 employees, will be renegotiated in fiscal 2014.

The Company maintains several defined contribution plans for hourly and salaried employees who meet certain eligibility requirements. Contribution expense for fiscal years 2012 and 2011 under the defined contribution plans totaled $1,160 and $924, respectively.

13. Postretirement Benefits Other Than Pensions

The Company assumed the liability for post-retirement benefits other than pensions from a predecessor company. The plan is unfunded, and the Company currently funds the cost of providing benefits as they are incurred. The measurement date for this plan is the Company’s fiscal year-end.

Retirees and their spouses governed by this plan receive supplemental Medicare health insurance coverage until the retiree’s death and retiree life insurance, in varying amounts, for the remainder of the retiree’s life.

F-113

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The following disclosures are related to the years ended December 30, 2012 and December 30, 2011:

	2012
Change in benefit obligation
Benefit obligation - beginning of year	$	2,188
Service cost		—
Interest cost		78
Actuarial (gain) loss		(360	)
Benefits paid		(107	)
Effect of settlement		—
Effect of curtailment		—
Benefit obligation - end of year	$	1,799
Unfunded status as recognized in the consolidated statements of financial position
Current liabilities	$	130
Noncurrent liabilities		1,669
Unfunded status as recognized in the consolidated statements of financial position	$	1,799

	2012			2011
Amounts not yet reflected in net periodic benefit cost that are included in accumulated other comprehensive income (loss)
Net (gain) loss	$	57		$	440
Net periodic benefit cost
Interest cost	$	78		$	92
Amortization of net loss		22			—
Total recognized in net periodic benefit cost		100			92
Other changes in benefit obligations recognized in other comprehensive income
Net (gain) loss		(360	)		247
Amortization of net loss		(22	)		—
Other adjustments		—			—
Total recognized in other comprehensive income		(382	)		247
Total recognized in net periodic benefit cost and other comprehensive income	$	(282	)	$	339

F-114

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

The following table sets forth the weighted-average assumptions used:

	2012
Weighted-average assumptions used to determine benefit obligation
Discount rate		3.07	%
Health care cost initial trend rate		7.50	%
Ultimate trend rate		4.50	%
Ultimate trend rate to be reached in year		2028
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate		3.71	%
Health care cost initial trend rate		7.50	%
Ultimate trend rate		4.50	%
Ultimate trend rate to be reached in year		2028

A one percentage point increase or decrease in the healthcare cost trend rate assumption would not have a significant effect on the amounts reported.

The estimated net actuarial loss that will be amortized from accumulated other comprehensive loss into net periodic pension benefit cost over the next year is $0.

The following table sets forth the expected future benefit payments in connection with this plan:

Fiscal Years
2013	$	130
2014		130
2015		131
2016		131
2017		131
2018–2022		630

14. Commitments and Contingencies

Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows of the Company.

The Company is also subject to numerous federal, state, and local environmental laws and regulations. Management believes that the Company is in material compliance with such laws and regulations and that any potential environmental liabilities are not material to the consolidated financial position, results of operations, or cash flows of the Company.

F-115

Grede Holdings LLC and Subsidiaries

Notes to Consolidated Financial Statements

December 30, 2012 and January 1, 2012

(in thousands of dollars)

Commitments

The Company leases offices and equipment under operating lease agreements expiring in various years through 2016. Rent expense under operating leases for fiscal year 2012 and 2011 was $2,484 and $2,098, respectively. Minimum future rental payments under operating leases having remaining terms in excess of one year as of December 30, 2012 are as follows:

Fiscal Years
2013	$	1,410
2014		1,332
2015		1,183
2016		690
2017 and thereafter		497
	$	5,112

15. Supplemental Disclosures of Cash Flow Information

	2012		2011
Supplemental disclosures of cash flow information
Cash paid for interest	$	11,322	$	2,430
Cash paid for income tax		1,871		2,178
Noncash investing and financing activities
Accrued liabilities for purchases of property, plant, and equipment		3,245		2,323
Accrued liabilities for acquisition of Novocast and Teknik		—		2,100

16. Subsequent Events

The Company evaluated subsequent events occurring through March 14, 2014, which is the date the financial statements were issued. There are no significant subsequent events to report.

F-116

GREDE HOLDINGS LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

As of March 30, 2014 and December 29, 2013

(in thousands of dollars)

	March 30, 2014			December 29, 2013
Assets
Current assets
Cash and cash equivalents	$	43,996		$	43,158
Accounts receivable—trade—less allowance for doubtful accounts of $204 and $394 at 2014 and 2013, respectively		117,665			97,391
Inventories		38,649			38,336
Prepaid expenses and other current assets		9,569			8,408
Deferred tax assets		498			498
Total current assets		210,377			187,791
Property, plant and equipment—net of accumulated depreciation		172,279			171,128
Intangible and other assets—net of accumulated amortization		29,790			31,091
Goodwill		12,146			12,146
Other assets		9,099			9,101
Total assets	$	433,691		$	411,257
Liabilities and Members’ Deficit
Current liabilities
Outstanding checks in excess of bank balance	$	13,387		$	4,159
Current portion of long-term debt		24,000			24,000
Accounts payable		80,340			82,138
Accrued wages and benefits		9,678			9,974
Accrued insurance		5,140			5,265
Other accrued expenses		13,900			14,039
Total current liabilities		146,445			139,575
Long-term liabilities
Long-term debt		274,000			280,000
Accrued pension plan obligation		4,146			4,837
Accrued other post-retirement benefit obligation		1,290			1,322
Accrued insurance		11,340			11,300
Other long-term liabilities		1,940			2,209
Total long-term liabilities		292,716			299,668
Total liabilities		439,161			439,243
Members’ deficit
Contributed capital		90,261			90,261
Accumulated deficit		(94,491	)		(117,010	)
Accumulated other comprehensive loss		(1,240	)		(1,237	)
Total members’ deficit		(5,470	)		(27,986	)
Total liabilities and members’ deficit	$	433,691		$	411,257

F-117

GREDE HOLDINGS LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For The Three Months Ended March 30, 2014 and March 31, 2013

(in thousands of dollars)

	Three Months Ended
	March 30, 2014		March 31, 2013
Net sales	$	250,139	$	270,455
Cost of sales		208,108		223,836
Gross profit		42,031		46,619
Selling, general and administrative expenses		13,097		14,087
Operating income		28,934		32,532
Interest expense		4,422		6,310
Income before income taxes		24,512		26,222
Income tax expense		1,394		1,209
Net income	$	23,118	$	25,013

The accompanying notes are an integral part of these consolidated financial statements.

F-118

GREDE HOLDINGS LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For The Three Months Ended March 30, 2014 and March 31, 2013

(in thousands of dollars)

	Three Months Ended
	March 30, 2014			March 31, 2013
Net income	$	23,118		$	25,013
Other comprehensive income (loss):
Amortization of net (gain) loss		(3	)		116
Pension and other post-retirement benefits		(3	)		116
Comprehensive income	$	23,115		$	25,129

The accompanying notes are an integral part of these consolidated financial statements.

F-119

GREDE HOLDINGS LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ DEFICIT (UNAUDITED)

As of March 30, 2014 and March 31, 2013

(in thousands of dollars)

	Contributed Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balances at December 30, 2013	$	90,261	$	(117,010	)	$	(1,237	)	$	(27,986	)
Net income		—		23,118			—			23,118
Other comprehensive income (loss)		—		—			(3	)		(3	)
Distributions to members		—		(599	)		—			(599	)
Balances at March 30, 2014	$	90,261	$	(94,491	)	$	(1,240	)	$	(5,470	)
Balances at December 31, 2012	$	90,261	$	(173,460	)	$	(8,502	)	$	(91,701	)
Net income		—		25,013			—			25,013
Other comprehensive income (loss)		—		—			116			116
Distributions to members		—		(387	)		—			(387	)
Balances at March 31, 2013	$	90,261	$	(148,834	)	$	(8,386	)	$	(66,959	)

The accompanying notes are an integral part of these consolidated financial statements.

F-120

GREDE HOLDINGS LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For The Three Months Ended March 30, 2014 and March 31, 2013

(in thousands of dollars)

	Three Months Ended
	March 30, 2014			March 31, 2013
Cash flows from operating activities
Net income	$	23,118		$	25,013
Adjustments to reconcile net income to net cash provided by operating activities
Recovery of losses on receivables		(190	)		(337	)
Depreciation and amortization		6,949			8,006
Amortization of debt financing costs		664			689
Gain on foreign currency option		(329	)		(1,065	)
Loss on sale of property, plant and equipment		45			252
Deferred income taxes		—			45
Changes in operating assets and liabilities
Accounts receivable—trade		(20,084	)		(30,985	)
Inventories		(1,133	)		(121	)
Prepaid expenses and other assets		(1,159	)		(931	)
Accounts payable		(1,006	)		16,738
Accrued expenses and other liabilities		(1,186	)		424
Net cash provided by operating activities		5,689			17,728
Cash flows from investing activities
Property, plant and equipment expenditures		(7,530	)		(11,399	)
Proceeds from sale of property, plant and equipment		50			—
Net cash used in investing activities		(7,480	)		(11,399	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		9,228			(6,020	)
Borrowings of revolving credit facility		—			62,750
Repayments of revolving credit facility		—			(59,400	)
Repayments of term debt agreement		(6,000	)		(4,000	)
Distributions to members		(599	)		(387	)
Net cash provided by (used in) financing activities		2,629			(7,057	)
Net increase (decrease) in cash and cash equivalents		838			(728	)
Cash and cash equivalents
Beginning of period		43,158			7,305
End of period	$	43,996		$	6,577

The accompanying notes are an integral part of these consolidated financial statements.

F-121

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

1. Organization and Nature of Business

The Company is a manufacturer of cast and machined components for the capital and durable goods industries. At its operating divisions, the Company produces iron castings and machined and assembled components for automobiles; light, medium, and heavy trucks; off-highway construction equipment; agricultural equipment; pumps; compressors and industrial valves; and other durable goods. The Company owns and operates facilities in Alabama, Indiana, North Carolina, Michigan, Minnesota, Nebraska, Virginia, Wisconsin, and Mexico.

The Company sells castings and machined components to customers in various industries and geographic regions of North America. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition; the Company does not generally require collateral.

The Company operates on a 52 or 53 week fiscal year which ends on the Sunday nearest to December 31. The three months ended March 30, 2014 and March 31, 2013 both contained 13 weeks.

Recently adopted accounting pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued guidance to clarify financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Generally, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. An exception exists to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose. If the exception applies, the unrecognized tax benefit must be presented in the financial statements as a liability and not combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and must be made presuming disallowance of the tax position at the reporting date. This guidance became effective January 1, 2014 and is consistent with our past practice, so adoption did not impact our financial condition or results of operations.

In February 2013, the FASB issued guidance related to obligations resulting from joint and several liability arrangements where the amount of the obligation is fixed at the reporting date. Obligations within the scope of the guidance include certain debt arrangements and settled litigation but not contingencies, guarantees, retirement benefits or income taxes. Adoption of this guidance, which became effective January 1, 2014, did not impact our financial condition or results of operations.

Recently issued accounting pronouncements

In May 2014, the FASB issued guidance that requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration a company expects to be entitled to in exchange for those goods or services. The new guidance will also require new disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be effective January 1, 2017 and early adoption is not permitted. The guidance allows for either a full retrospective or a modified retrospective transition method. We are currently evaluating the impact this guidance will have on our consolidated results of operations, financial position and cash flows.

F-122

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

In April 2014, the FASB issued guidance that revises the definition of a discontinued operation. The revised definition limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on operations and financial results. The guidance also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance will apply to covered transactions that occur after 2014 but may be applied to the initial reporting of disposals completed or approved in 2014.

In January 2014, the FASB issued ASU 2014-03, Derivatives and Hedging (Topic 815). This ASU allows for the use of the simplified hedge accounting approach to account for swaps that are entered into for the purpose of economically converting a variable-rate borrowing into a fixed-rate borrowing. Under this approach, the income statement charge for interest expense will be similar to the amount that would result if the entity had directly entered into a fixed-rate borrowing instead of a variable-rate borrowing and a receivable-variable, pay-fixed interest rate swap. Alternatively, an entity may continue to follow the current guidance in Topic 815. Under the simplified hedge accounting approach, a private company has the option to measure the designated swap at settlement value instead of fair value. The primary difference between the settlement value and fair value is that nonperformance risk is not considered in determining settlement value. The company has elected to not adopt this ASU.

In January 2014, the FASB issued ASU 2014-02, Intangibles—Goodwill and Other: Accounting for Goodwill. This ASU allows private companies to amortize goodwill over a period not greater than 10 years and perform qualitative analyses to determine if a triggering event has occurred, which would require an impairment test. This ASU further simplified impairment testing by allowing entities to make an accounting policy decision to perform its impairment testing at the entity-level or the reporting unit level and eliminating step two of the impairment test, which required a hypothetical purchase price allocation to calculate the goodwill impairment amount. The Company elected to not adopt this ASU.

2. Accounting Policies

Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Grede Holdings LLC and its subsidiaries (the Company) in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to state fairly the financial position as of March 30, 2014, the results of operations and cash flows for the three months ended March 30, 2014 and March 31, 2013. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

The condensed consolidated statement of financial position as of December 29, 2013 was derived from our audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 29, 2013.

F-123

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Foreign Currency Transactions

The financial statements of the Mexico operations are measured using the currency of the primary economic environment in which they operate as the functional currency, which is the US dollar. Transaction gains and losses which result from translating assets and liabilities of these entities into the functional currency are included in net earnings. Transaction losses of $18 and $185 are included in operating income in the Consolidated Statements of Operations for the three months ended March 30, 2014 and March 31, 2013, respectively.

The Company entered into a foreign currency option agreement designed to minimize exposure to currency fluctuations related to Mexican Peso and US Dollar transactions. The foreign currency option agreement is not accounted for as a hedge instrument; and therefore, is “marked to market” each reporting period. The fair value of this derivative is required to be recorded as an asset or liability in the Consolidated Statements of Financial Position at period end. Gains and losses resulting from the change in fair value are recorded in the Consolidated Statements of Operations.

The foreign currency option agreement set the potential range of the exchange rate at the date of settlement from Mexican Peso to the US Dollar between 12.10 and 13.96. The fair value of the foreign currency option agreement liability was $541 and $870 as of March 30, 2014 and December 29, 2013, respectively. The foreign currency option agreement yielded an unrealized gain of $329 and $1,065 for the three months ended March 30, 2014 and March 31, 2013, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

3. Fair Value Measurements

The Company uses fair value measurements in the preparation of its financial statements, which utilize various inputs including those that can be readily observable, corroborated or are generally unobservable. The Company utilizes market-based data and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Company applies assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.

The FASB previously issued the Fair Value Measurement standard update which requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various levels of the fair value hierarchy are described as follows:

Level 1     Financial assets and liabilities whose values are based on quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

F-124

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Level 2	Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The fair value of the outstanding long-term debt approximates carrying value since it bears interest rates that are similar to existing market rates that would be offered to the Company. The long-term debt represents a Level 2 measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at March 30, 2014 and December 29, 2013.

A Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities.

B Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

C Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

The following tables classify assets measured at fair value on a recurring basis as of March 30, 2014 and December 29, 2013:

Assets (liabilities)	Level 1		Level 2			Level 3		Valuation Technique
March 30, 2014
Foreign currency option agreement	$	—	$	(541	)	$	—		A
December 29, 2013
Foreign currency option agreement	$	—	$	(870	)	$	—		A

Cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued liabilities are recorded at cost which approximates fair value due to the short-term maturity of these instruments.

F-125

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

4. Inventories

	March 30, 2014		December 29, 2013
Raw materials	$	11,318	$	10,694
Castings and machined components
Work in process		13,860		11,672
Finished goods		11,646		13,851
Supplies and containers		2,652		2,743
		39,476		38,960
Less: Reserve for obsolete and excess inventory		827		624
Total inventories	$	38,649	$	38,336

5. Property, Plant, and Equipment

	March 30, 2014		December 29, 2013
Land and improvements	$	11,823	$	11,823
Buildings		38,245		38,076
Plant equipment (including tools and dies)		174,295		170,296
Office equipment		5,523		5,523
Transportation equipment		233		140
Projects in progress		17,086		14,928
		247,205		240,786
Less: Accumulated depreciation		90,076		83,987
		157,129		156,799
Spare parts inventory		15,150		14,329
	$	172,279	$	171,128

Depreciation expense related to property, plant, and equipment was $6,312 and $7,350 in the three months ended March 30, 2014 and March 31, 2013, respectively.

6. Intangible and Other Assets

As of March 30, 2014 and December 29, 2013, intangible assets subject to amortization are as follows:

	Amortizable Life-Years	March 30, 2014
Category		Amount		Accumulated Amortization		Net
Customer relationships	12–25	$	19,071	$	7,069	$	12,002
Trade names	15		8,864		2,489		6,375
Noncompete agreements	5		2,247		1,368		879
Backlog	2		285		285		—
Deferred financing costs	5		17,507		6,973		10,534
		$	47,974	$	18,184	$	29,790

F-126

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

	Amortizable Life-Years	December 29, 2013
Category		Amount		Accumulated Amortization		Net
Customer relationships	12–25	$	19,071	$	6,694	$	12,377
Trade names	15		8,864		2,339		6,525
Noncompete agreements	5		2,247		1,256		991
Backlog	2		285		285		—
Deferred financing costs	5		17,507		6,309		11,198
		$	47,974	$	16,883	$	31,091

Amortization expense related to the intangible assets and deferred financing costs was $637 and $664 and $656 and $689, respectively, in the three months ended March 30, 2014 and March 31, 2013, respectively.

Future amortization expense related to the Company’s intangible assets and deferred financing costs at March 30, 2014 is as follows:

Fiscal Years
Remaining 2014	$	3,880
2015		5,202
2016		4,740
2017		4,582
2018		2,399
Thereafter		8,987
	$	29,790

7. Long-Term Debt

The Company’s borrowing arrangements consist of a revolving credit facility with borrowings up to $90,000 based upon a formula (the “Revolver”) and a term loan facility with an original principal balance of $330,000 (the “Term Loan”), (or together, the “Debt”). As of March 30, 2014 and December 29, 2013, the Company had no outstanding obligations under the Revolver and $298,000 and $304,000, respectively, under the Term Loan. The maturity dates of the Revolver and the Term Loan are January 30, 2018 and May 2, 2018, respectively.

Revolving Credit Facility

Borrowings on the Revolver bear interest, at the option of the Company, at a rate per annum equal to (i) the adjusted London InterBank Offered Rate (LIBOR) plus an applicable margin range of 1.75% to 2.25% based on average availability or (ii) the greater of the Bank of America Prime rate, the Federal Funds rate plus 0.50%, or LIBOR for a 30 day interest period plus 1.50%; plus an applicable margin range of 0.75% to 1.25% based on average availability (“Base Rate”).

The Revolver calls for a commitment fee payable monthly, in arrears, at a rate of 0.25% applied to the average daily unused availability on the Revolver as calculated based on average borrowings and letters of credit outstanding in relation to total commitments. In addition, the Revolver requires the payment of (i) a monthly participation fee on the total face amount of all outstanding letters of credit equal to applicable margin on LIBOR

F-127

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

loan in effect per annum, (ii) a monthly fronting fee equal to 0.125% per annum on the daily average of all outstanding letters of credit, (iii) annual administration fees, and (iv) agent, arrangement, and other similar fees.

Availability on the Revolver is computed as (i) the lesser of the revolving commitment ($90,000) and the borrowing base less, (ii) the aggregate principal amount of all loans outstanding (“outstanding borrowings”) less, (iii) total letters of credit obligations outstanding (“letters of credit”). The Revolver also contains a letter of credit facility in the amount of $25,000. Letters of credit outstanding at March 30, 2014 and December 29, 2013, totaled $13,053 and $13,061, respectively. The availability under the Revolver was $76,947 and $76,939 as of March 30, 2014 and December 29, 2013, respectively.

Term Loan

Borrowings on the Term Loan bear interest, at the option of the Company, at a rate per annum equal to (i) LIBOR plus an applicable margin of 3.50%, or (ii) Base Rate plus an applicable margin of 4.50%. LIBOR has a floor of 1.00%. The Term Loan requires quarterly installments of $6,000.

Aggregate maturities of the Term Loan as of March 30, 2014, are as follows:

Fiscal Years
Remaining 2014	$	18,000
2015		24,000
2016		24,000
2017		24,000
2018		208,000

The Debt includes restrictive financial covenants including a minimum requirement for fixed charge coverage ratio and maximum leverage ratio, as well as material adverse change provisions. The obligations under the Debt are collateralized by substantially all of the Company’s assets.

8. Members’ Equity

As of March 30, 2014 and December 29, 2013, the Company has 91,444 units of membership interest. Voting rights, allocation of earnings, and distributions in the event of liquidation occur proportionate to membership interests.

9. Member Unit-Based Compensation

The purpose of the Company’s compensation plan is to provide certain employees and board members of the Company with incentive to promote the Company’s financial success and to provide additional compensation that the Company may use to induce able persons to enter into or remain in service of the Company.

The Company’s Equity Based Compensation Plan (the “Plan”) consists of 10,159 authorized plan units which vest on a straight-line basis over a four year period beginning May 7, 2012. As of March 30, 2014 and December 29, 2013, 8,127 plan units were outstanding. Under the Plan, certain employees and board members are awarded plan units which grant the award holder the right to receive an amount due to a distribution event. The Plan defines a distribution event as a dividend payment or change in control. As the Plan awards are only settled in cash, they are classified as liability in the Consolidated Statement of Financial Position.

F-128

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Liability classified awards are generally adjusted to fair market value at each reporting period. The existence of the performance conditions (e.g. distribution event) requires the Company to make a probability assessment. To the extent the performance condition is probable, compensation expense should be recognized. If the performance condition is not probable, no compensation expense is recognized. As of March 30, 2014, the Company has not deemed an additional distribution event to be probable; and therefore, no compensation expense or liability has been recognized in the three months then ended. See Note 15 for a discussion of subsequent events.

10. Income Taxes

For interim tax reporting, the Company estimates one single tax rate by jurisdiction which is applied to year to date income (loss). Tax effects of significant unusual or extraordinary items are excluded from the estimated annual effective rate calculation and recognized in the interim period in which they occur.

The Company did not record taxes on its undistributed earnings from its Mexico operations of approximately $46,119 at March 30, 2014, since these earnings are considered by the Company to be indefinitely reinvested or capable of being repatriated with no material tax liability. If at some future date, these earnings cease to be indefinitely reinvested, the Company and its passthrough members may be subject to income taxes and foreign withholdings taxes on such amounts. Determining the unrecognized deferred tax liability on the potential distribution of these earnings is not practicable as such liability, if any, is dependent on circumstances existing when remittance occurs.

At March 30, 2014 and December 29, 2013, the Company had no unrecognized tax benefits.

Penalties and tax-related interest are reported as a component of income tax expense. As of March 30, 2014 and December 29, 2013, there is no accrued income tax-related interest or penalties in the Consolidated Statements of Financial Position. During the next twelve months, the Company does not anticipate any significant changes to the amount of its unrecognized tax benefits.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and local jurisdictions, where applicable. The tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the inception of the Company in 2010.

The Company is indemnified by the previous owner of Novocast and Teknik for any tax liabilities related to Novocast and Teknik prior to the April 11, 2011 acquisition that could result from any tax audits of those periods.

11. Retirement Plans

The Company maintains five noncontributory defined benefit pension plans for certain of its employees covered by collective-bargaining agreements. The Company’s policy is to fund amounts as required under applicable laws and regulations.

F-129

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

The net expense recognized for the Company’s defined benefit plans was as follows:

	Three Months Ended
	March 30, 2014			March 31, 2013
Net periodic benefit cost
Service cost	$	47		$	86
Interest cost		358			332
Expected return on plan assets		(446	)		(363	)
Amortization of prior service cost		—			—
Amortization of net loss		—			116
Net periodic benefit (credit) cost	$	(41	)	$	171

In 2014, the Company expects to contribute approximately $1,601 to the defined benefit plans. In the first quarter of 2014, the Company contributed $681 to the defined benefit plans.

12. Postretirement Benefits Other Than Pensions

The Company assumed the liability for post-retirement benefits other than pensions from a predecessor company. The plan is unfunded, and the Company currently funds the cost of providing benefits as they are incurred.

Retirees and their spouses governed by this plan receive supplemental Medicare health insurance coverage until the retiree’s death and retiree life insurance, in varying amounts, for the remainder of the retiree’s life.

	Three Months Ended
	March 30, 2014			March 31, 2013
Net periodic benefit cost
Interest cost	$	14		$	13
Amortization of net gain		(3	)		—
Total recognized in net periodic benefit cost	$	11		$	13

13. Commitments and Contingencies

Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows of the Company.

The Company is also subject to numerous federal, state, and local environmental laws and regulations. Management believes that the Company is in material compliance with such laws and regulations and that any potential environmental liabilities are not material to the consolidated financial position, results of operations, or cash flows of the Company.

F-130

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

14. Supplemental Disclosures of Cash Flow Information

	Three Months Ended
	March 30, 2014		March 31, 2013
Noncash investing and financing activities
Accrued liabilities for purchases of property, plant, and equipment	$	1,806	$	831

15. Segment Information

The Company operates in one operating and reporting segment: the manufacture of cast, machined and assembled components for the light, commercial and industrial vehicle and equipment end-markets.

16. Guarantor Subsidiaries and Non-Guarantor Subsidiaries

On June 2, 2014, the Company was acquired by a wholly-owned subsidiary of certain private equity funds affiliated with American Securities LLC (together with its affiliates, “American Securities”) and certain members of the Company’s management. On August 4, 2014, the Company merged with two other businesses (HHI and Metaldyne) that were under common ownership and control of American Securities to form Metaldyne Performance Group Inc. (“MPG”). In October 2014, MPG issued 7.375% Senior Notes due 2022, which were guaranteed by MPG and certain of its wholly-owned domestic subsidiaries, including Grede Holdings LLC and its domestic subsidiaries (“Grede Guarantor Subsidiaries”). All of the Grede Guarantor Subsidiaries are 100% owned by MPG. Each guarantee is full, unconditional, joint and several. The non-domestic subsidiaries of Grede Holdings, LLC have not guaranteed the Senior Credit Facilities or the Senior Notes (“Grede Non-Guarantor Subsidiaries”).

The accompanying supplemental condensed, consolidating financial information is presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company’s share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associate intercompany balances and transactions.

F-131

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Financial Position

As of March 30, 2014

	Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Assets
Current assets
Cash and cash equivalents		40,636			3,360						43,996
Accounts receivables, net		103,212			14,715			(262	)		117,665
Inventories		35,027			3,622						38,649
Prepaid expenses and other current assets		3,005			6,564						9,569
Deferred income taxes		—			498						498
Total current assets		181,880			28,759			(262	)		210,377
Property and equipment, net		122,461			49,818						172,279
Amortizable intangible assets, net		26,081			3,709						29,790
Goodwill		—			12,146						12,146
Other assets		8,897			202						9,099
Intercompany N/R (with Mexico)		26,213			—			(26,213	)		—
Investment in subsidiaries		38,784			—			(38,784	)		—
Total assets		404,316			94,634			(65,259	)		433,691
Liabilities and Members’ Equity
Current liabilities
Outstanding checks in excess of bank balance		13,387			—						13,387
Current portion of long-term debt		24,000			—						24,000
Accounts payable		63,839			16,763			(262	)		80,340
Accrued wages and benefits		5,865			3,813						9,678
Accrued insurance		5,146			(6	)					5,140
Other accrued expenses		4,833			9,067						13,900
Total current liabilities		117,070			29,637			(262	)		146,445
Long-term liabilities
Revolving credit facility		—			—						—
Long-term debt		274,000			—						274,000
Accrued pension obligation		4,146			—						4,146
Accrued other post-retirement obligation		1,290			—						1,290
Accrued insurance		11,340			—						11,340
Other long-term liabilities		1,940									1,940
Intercompany N/P (Mexico)					26,213			(26,213	)		—
Total liabilities		409,786			55,850			(26,475	)		439,161
Members’ equity (deficit)
Contributed Capital		90,261			22,849			(22,849	)		90,261
Accumulated earnings (deficit)		(94,491	)		15,935			(15,935	)		(94,491	)
Accumulated other comprehensive income (loss)		(1,240	)		—						(1,240	)
Total members’ equity (deficit)		(5,470	)		38,784			(38,784	)		(5,470	)
Total liabilities and members’ equity (deficit)		404,316			94,634			(65,259	)		433,691

F-132

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Financial Position

As of December 31, 2013

	Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Assets
Current assets
Cash and cash equivalents		38,756			4,402						43,158
Accounts receivables, net		85,412			12,205			(226	)		97,391
Inventories		34,101			4,235						38,336
Prepaid expenses and other current assets		2,527			5,881						8,408
Deferred income taxes		—			498						498
Total current assets		160,796			27,221			(226	)		187,791
Property and equipment, net		120,007			51,121						171,128
Amortizable intangible assets, net		27,249			3,842						31,091
Goodwill		—			12,146						12,146
Other assets		8,868			233						9,101
Intercompany N/R (with Mexico)		30,313			—			(30,313	)		—
Investment in subsidiaries		37,182			—			(37,182	)		—
Total assets		384,415			94,563			(67,721	)		411,257
Liabilities and Members’ Equity
Current liabilities
Outstanding checks in excess of bank balance		4,159			—						4,159
Current portion of long-term debt		24,000			—						24,000
Accounts payable		66,520			15,844			(226	)		82,138
Accrued wages and benefits		6,474			3,500						9,974
Accrued insurance		5,280			(15	)					5,265
Other accrued expenses		6,511			7,528						14,039
Total current liabilities		112,944			26,857			(226	)		139,575
Long-term liabilities
Revolving credit facility		—			—						—
Long-term debt		280,000			—						280,000
Accrued pension obligation		4,837			—						4,837
Accrued other post-retirement obligation		1,322			—						1,322
Accrued insurance		11,300			—						11,300
Other long-term liabilities		1,998			211						2,209
Intercompany N/P (Mexico)					30,313			(30,313	)		—
Total liabilities		412,401			57,381			(30,539	)		439,243
Members’ equity (deficit)
Contributed Capital		90,261			22,849			(22,849	)		90,261
Accumulated earnings (deficit)		(117,010	)		14,333			(14,333	)		(117,010	)
Accumulated other comprehensive income (loss)		(1,237	)		—						(1,237	)
Total members’ equity (deficit)		(27,986	)		37,182			(37,182	)		(27,986	)
Total liabilities and members’ equity (deficit)		384,415			94,563			(67,721	)		411,257

F-133

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Operations

For the quarter ended March 30, 2014

	Guarantor			Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net sales	$	216,582		$	33,563	$	(6	)		250,139
Cost of sales		180,500			27,614	$	(6	)		208,108
Gross profit		36,082			5,949		—			42,031
Selling, general and administrative expenses		10,951			2,146					13,097
Impairment loss										—
Operating profit (loss)		25,131			3,803		—			28,934
Interest expense, net		3,846			576					4,422
Income (loss) before tax		21,285			3,227		—			24,512
Income tax expense		(231	)		1,625					1,394
Income (loss) before equity income		21,516			1,602		—			23,118
Net income (loss)		23,118			1,602		(1,602	)		23,118
Income attributable to noncontrolling interest										—
Net income (loss) attributable to stockholders		23,118			1,602		(1,602	)		23,118

F-134

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Operations

For the quarter ended March 31, 2013

	Guarantor		Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net sales	$	239,063	$	31,392					270,455
Cost of sales		198,025		25,811					223,836
Gross profit		41,038		5,581		—			46,619
Selling, general and administrative expenses		11,774		2,314					14,088
Impairment loss									—
Operating profit (loss)		29,264		3,267		—			32,531
Interest expense, net		5,478		832					6,310
Income (loss) before tax		23,786		2,435		—			26,221
Income tax expense		342		867					1,209
Income (loss) before equity income		23,444		1,568		—			25,012
Net income (loss)		25,012		1,568		(1,568	)		25,012
Income attributable to noncontrolling interest									—
Net income (loss) attributable to stockholders		25,012		1,568		(1,568	)		25,012

F-135

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the quarter ended March 30, 2014

	Guarantor			Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net income (loss)		23,118			1,602		(1,602	)		23,118
Other comprehensive income (loss), net of tax:
Net gain (loss)										—
Amortization of loss		(3	)							(3	)
Pension and other post-retirement benefits		(3	)		—		—			(3	)
Comprehensive income (loss)		23,115			1,602		(1,602	)		23,115
Less comprehensive income attributable to noncontrolling interest										—
Comprehensive income (loss) attributable to stockholders		23,115			1,602		(1,602	)		23,115

F-136

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Comprehensive Income (Loss)

For the quarter ended March 31, 2013

	Guarantor		Non-Guarantor		Eliminations			Consolidated
	(In Thousands)
Net income (loss)		25,012		1,568		(1,568	)		25,012
Other comprehensive income (loss), net of tax:
Net gain (loss)									—
Amortization of loss		116							116
Pension and other post-retirement benefits		116		—		—			116
Comprehensive income (loss)		25,128		1,568		(1,568	)		25,128
Less comprehensive income attributable to noncontrolling interest									—
Comprehensive income (loss) attributable to stockholders		25,128		1,568		(1,568	)		25,128

F-137

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Cash Flows

For the quarter ended March 30, 2014

	Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Net Income		23,118			1,602			(1,602	)		23,118
Adjustments to reconcile net income to cash provided by (used in) operating activities
Recovery of losses on receivables		(142	)		(48	)					(190	)
Impairment loss		—			—						—
Depreciation and amortization		4,607			2,342						6,949
Amortization of debt financing costs		664			—						664
Loss (gain) on foreign currency option		(329	)		—						(329	)
Loss on sale of fixed assets		45			—						45
Earnings from equity in subsidiaries		(1,602	)		—			1,602			—
Deferred income taxes		—			—						—
Changes in operating assets and liabilities
Accounts receivable - trade		(17,658	)		(2,426	)					(20,084	)
Inventories		(1,766	)		633						(1,133	)
Prepaid expenses and other assets		(507	)		(652	)					(1,159	)
Accounts payable		(1,714	)		708						(1,006	)
Accrued expenses and other liabilities		(2,836	)		1,650						(1,186	)
Net cash provided by (used for) operating activities		1,880			3,809			—			5,689
Cash flow from investing activities
Capital expenditures		(6,779	)		(751	)					(7,530	)
Proceeds from sale of fixed assets		50			—						50
Intercompany NR		4,100			—			(4,100	)		—
Net cash used for investing activities		(2,629	)		(751	)		(4,100	)		(7,480	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		9,228			—						9,228
Borrowings of revolving credit facility		—			—						—
Repayments of revolving credit facility		—			—						—
Proceeds of long-term debt		—			—						—
Principal payments of term debt		(6,000	)		—						(6,000	)
Payment of debt issue costs		—			—						—
Distributions to members		(599	)		—						(599	)
Intercompany NP					(4,100	)		4,100			—
Net cash provided by (used for) financing activities		2,629			(4,100	)		4,100			2,629
Net increase in cash and cash equivalents		1,880			(1,042	)		—			838
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		38,756			4,402						43,158
Net increase in cash and cash equivalents		1,880			(1,042	)		—			838
Cash and cash equivalents, end of period		40,636			3,360			—			43,996

F-138

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

Condensed Consolidating Statement of Cash Flows

For the quarter ended March 31, 2013

	Guarantor			Non-Guarantor			Eliminations			Consolidated
	(In Thousands)
Net Income		25,012			1,568			(1,568	)		25,012
Adjustments to reconcile net income to cash provided by (used in) operating activities
Recovery of losses on receivables		(313	)		(24	)					(337	)
Impairment loss		—			—						—
Depreciation and amortization		5,641			2,365						8,006
Amortization of debt financing costs		689			—						689
Loss (gain) on foreign currency option		(1,065	)		—						(1,065	)
Loss on sale of fixed assets		252			—						252
Earnings from equity in subsidiaries		(1,568	)		—			1,568			—
Deferred income taxes		—			45						45
Changes in operating assets and liabilities
Accounts receivable - trade		(27,818	)		(3,167	)					(30,985	)
Inventories		(643	)		522						(121	)
Prepaid expenses and other assets		(773	)		(158	)					(931	)
Accounts payable		15,015			1,723						16,738
Accrued expenses and other liabilities		756			(332	)					424
Net cash provided by (used for) operating activities		15,185			2,542			—			17,727
Cash flow from investing activities
Capital expenditures		(10,167	)		(1,232	)					(11,399	)
Proceeds from sale of fixed assets		—			—						—
Intercompany NR		2,050			—			(2,050	)		—
Net cash used for investing activities		(8,117	)		(1,232	)		(2,050	)		(11,399	)
Cash flows from financing activities
Change in outstanding checks in excess of bank balance		(6,020	)		—						(6,020	)
Borrowings of revolving credit facility		62,750			—						62,750
Repayments of revolving credit facility		(59,400	)		—						(59,400	)
Proceeds of long-term debt		—			—						—
Principal payments of term debt		(4,000	)		—						(4,000	)
Payment of debt issue costs		—			—						—
Distributions to members		(387	)		—						(387	)
Intercompany NP					(2,050	)		2,050			—
Net cash provided by (used for) financing activities		(7,057	)		(2,050	)		2,050			(7,057	)
Net increase in cash and cash equivalents		11			(740	)		—			(729	)
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		3,008			4,297						7,305
Net increase in cash and cash equivalents		11			(740	)		—			(729	)
Cash and cash equivalents, end of period		3,019			3,557			—			6,576

F-139

GREDE HOLDINGS LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Three Months Ended March 30, 2014 and March 31, 2013 (Unaudited)

(in thousands of dollars)

17. Subsequent Events

The Company evaluated subsequent events occurring through August 1, 2014, which is the date the financial statements were issued.

On June 2, 2014 investment funds controlled by private equity firm American Securities purchased 100% of the membership interests in the Company for a purchase price of $833,763. As a result of the transaction, the Company repaid debt obligations of $252,661 and paid member distributions of $520,740. The Company also accelerated the vesting of membership interests associated with the equity plan, resulting in a $46,280 cash distribution to management based on their collective membership interests in the Company and the proceeds from the transaction.

F-140

TABLE OF CONTENTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION	i
BASIS OF PRESENTATION	i
CERTAIN TERMS	ii
TRADEMARKS AND TRADE NAMES	iv
MARKET AND INDUSTRY INFORMATION	iv
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	15
THE EXCHANGE OFFER	34
USE OF PROCEEDS	43
UNAUDITED PRO FORMA FINANCIAL DATA	44
SELECTED HISTORICAL FINANCIAL DATA	51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
BUSINESS	82
MANAGEMENT	88
EXECUTIVE AND DIRECTOR COMPENSATION	95
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	110
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	111
DESCRIPTION OF OTHER INDEBTEDNESS	113
DESCRIPTION OF EXCHANGE NOTES	115
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	181
PLAN OF DISTRIBUTION	182
LEGAL MATTERS	183
EXPERTS	183
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

$600,000,000

MPG HOLDCO I INC.

a wholly-owned subsidiary of

METALDYNE

PERFORMANCE

GROUP INC.

OFFER TO EXCHANGE

$600,000,000 aggregate principal amount of its 7.375% Senior Notes due 2022, the issuance of which has been registered under the Securities Act of 1933

for

any and all of its outstanding 7.375% Senior Notes due 2022

, 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The following summarizes the limitations of liability and/or certain indemnification rights provided for in the applicable statutes and organizational documents of the registrants. These summaries are qualified in their entirety by reference to the complete text of the relevant statutes and the organizational documents referred to below.

Arkansas Registrant: The Mesh Company, LLC is a limited liability company under the laws of Arkansas.

Section 4-32-404 of Arkansas’ Small Business Entity Tax Pass Through Act provides that a limited liability company’s operating agreement may: (a) eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Section 4-32-402 and (b) provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Under Article XII (a) of the Second Amended and Restated Operating Agreement of The Mesh Company, LLC (“The Mesh Company Operating Agreement”), no current or former member, member designee, or officer 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 such person if a judgment or other final adjudication established that such person’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of the law or that such person in fact personally gained a financial profit or other advantage to which such person was not legally entitled.

In addition, under Article XII (b) of The Mesh Company Operating Agreement, the company shall, to the fullest extent permitted by Arkansas law, indemnify and hold harmless, and advance expenses to, any current or former member, member designee, or officer against any losses, claims, damages or liabilities to which they may become subject in connection with the The Mesh Company Operating Agreement or the company’s business or affairs.

The foregoing statements are subject to, and only part of, the detailed provisions of Arkansas law and The Mesh Company Operating Agreement referred to herein.

Delaware Registrants:

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, 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, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, if such person acted in good faith in a manner reasonably believed by such person 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.

Section 145 of the DGCL further provides that a corporation may indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor, if such

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person acted in good faith in a manner reasonably believed by such person 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 liable to the corporation unless and only to the extent 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, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 of the DGCL also allows a corporation to provide contractual indemnification to its directors, under which the corporation may be contractually obligated to indemnify the director and advance expenses to the full extent permitted by the DGCL.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any 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) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemption) or (iv) for any transaction from which a director derived an improper personal benefit.

Section 18-108 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

(a) ASP HHI Acquisition Co., Inc.; ASP HHI Holdings, Inc.; ASP HHI Intermediate Holdings II, Inc.; ASP HHI Intermediate Holdings, Inc.; ASP MD Holdings, Inc.; ASP MD Intermediate Holdings II, Inc.; ASP MD Intermediate Holdings, Inc.; MD Investors Corporation; Metaldyne Performance Group Inc.; and MPG Holdco I Inc., are incorporated under the laws of Delaware.

The certificate of incorporation of each of ASP HHI Acquisition Co., Inc.; ASP HHI Holdings, Inc.; ASP HHI Intermediate Holdings II, Inc.; ASP HHI Intermediate Holdings, Inc.; ASP MD Holdings, Inc.; ASP MD Intermediate Holdings II, Inc.; ASP MD Intermediate Holdings, Inc.; MD Investors Corporation; Metaldyne Performance Group Inc.; and MPG Holdco I Inc., provides for indemnification of 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 certificate of incorporation of each entity further provides that a director of each corporation shall not be personally liable either to his or her respective 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.

The bylaws of each of ASP HHI Acquisition Co., Inc.; ASP HHI Holdings, Inc.; ASP HHI Intermediate Holdings II, Inc.; ASP HHI Intermediate Holdings, Inc.; ASP MD Holdings, Inc.; ASP MD Intermediate Holdings II, Inc.; ASP MD Intermediate Holdings, Inc.; MD Investors Corporation; Metaldyne Performance Group Inc.; and MPG Holdco I Inc., provides that each corporation shall, to the fullest extent permitted by applicable law, indemnify and hold harmless and pay all judgments and claims against each corporation’s (i) board of directors (ii) individual officers (iii) individual director and (iv) individual stockholder or such other persons as described in each corporation’s bylaws, from and against any loss or damage incurred by such indemnified party or by each corporation for any act or omission taken or suffered by such indemnified party in good faith in connection with the purpose and business of each 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 purporting to bind their respective corporation that has not been authorized pursuant to its bylaws or (ii) any act or omission where such indemnified party was grossly negligent or engaged in intentional misconduct.

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The indemnification obligations of each the corporations shall be satisfied from and limited to each corporation’s assets, and no stockholder, in such capacity, be subject to personal liability therefor. Expenses incurred by an indemnified party in defense or settlement of any claim that may be subject to a right of indemnification under each corporation’s bylaws, shall be paid by each corporation prior to the final disposition of such action upon receipt of an undertaking, by or on behalf of such indemnified party, to repay such amount to the extent it shall ultimately be determined upon final adjudication that such person is not entitled to be indemnified by his or her respective corporation.

Each corporation may purchase and maintain insurance on behalf of any person against any liability or expense which may be incurred in connection with each corporation’s respective activities. An indemnified party must promptly notify the corporation in writing of the commencement of any investigation, action, suit, arbitration or other proceeding, if a claim for indemnification in respect thereof is to be made against the corporation. Failure to give such notice shall not relieve any corporation of its obligations under its respective bylaws, except to the extent each 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), the corporation will be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party. Each 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.

The rights conferred upon any indemnified party under their respective corporation’s bylaws 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 such indemnified party who has ceased to be manager, director or officer and shall inure to the benefit of such indemnified party’s heir, executors and administrators. With respect to any indemnified party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of the corporation or any of its subsidiaries, the corporation or its subsidiaries shall be primarily liable for all indemnification afforded to such indemnified party acting in such capacity on behalf of or at the request of the corporation or any of its subsidiaries, subject to certain limitations as provided for in the bylaws of each corporation.

The indemnification provisions under each corporation’s bylaws shall be deemed a contract between each corporation and each director of each corporation who serves in such capacity at any time while the bylaws are in effect and the repeal or modification thereof shall not affect any rights or obligations then existing. The indemnification and advancement of expenses provided under each corporation’s bylaws, 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, (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. In addition to the indemnification rights of directors, officers, employees or agents of the corporation, the board of directors of each corporation in its discretion shall have the power, on behalf of its corporation, to indemnify any other person made a party to any action, suit or proceeding to the extent permitted under the DGCL.

(b) ASP Grede Acquisitionco LLC and ASP Grede Intermediate Holdings LLC are limited liability companies under the laws of Delaware.

The articles of organization of each of ASP Grede Acquisitionco LLC and ASP Grede Intermediate Holdings LLC, contains no articles, sections or provisions relating to indemnification.

The limited liability company agreement of ASP Grede Acquisitionco LLC and the second amended and restated limited liability company agreement of ASP Grede Intermediate Holdings each provides that no officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the company or member or any affiliate or spouse of any of the foregoing shall be liable, under any legal or equitable theory of fiduciary duty or other theory of liability, to the company or to any other “covered person” (as defined in the limited liability company agreements) for any losses, claims, demands, costs, damages or liabilities incurred by reason of any act by reason of any act or omission performed or omitted by such person in good faith on behalf of the company.

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Each company shall indemnify, defend and hold harmless each such indemnified party 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 person may be involved or subject to in connection with the company’s business or affairs and incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company. Each company shall reimburse indemnified parties for reasonable legal and other reasonable out-of-pocket expenses incurred in connection with any such action, provided, however, that such person shall promptly repay of any such reimbursed expenses paid to him or her if it shall be finally judicially determined such person was not entitled to be indemnified by the company. The indemnity obligations of each company shall be satisfied solely out of and to the extent of each company’s assets, and no indemnified person shall have any personal liability on account thereof.

(c) Hephaestus Holdings, LLC; HHI Forging, LLC; Impact Forge Group, LLC; Impact Forge Holdings, LLC; Jernberg Holdings, LLC; Jernberg Industries, LLC; Kyklos Bearing International, LLC; and Kyklos Holdings, LLC, are limited liability companies under the laws of Delaware.

The articles of organization of each of Hephaestus Holdings, LLC; HHI Forging, LLC; Impact Forge Group, LLC; Impact Forge Holdings, LLC; Jernberg Holdings, LLC; Jernberg Industries, LLC; Kyklos Bearing International, LLC; and Kyklos Holdings, LLC, provides for indemnification, to the fullest extent permitted by applicable law, of any person made party to or threatened to be made party to any action, suit or 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 each company, or while such person is or was a director or officer of the company, he or she is or was serving at the request of each company as a director, officer, employee or agent of another company, partnership, joint venture, trust or nonprofit entity (an “Other Entity”). Such indemnification shall apply against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection therewith. Notwithstanding the foregoing, except as otherwise provided in the articles of organization of each company, each company shall be required indemnify persons seeking indemnification as set forth in their respective articles of organization, in connection with a proceeding commenced by such person seeking indemnification only if the commencement of such proceeding was authorized by the board of each company, respectively.

Expenses incurred in defending any such proceeding in advance of its final disposition will be paid by each company in advance of its final disposition, provided, that to the extent required by applicable law, the payment of such expenses shall only be made upon delivery to the company of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified by each company. Each company’s obligation, if any, to indemnify or advance expenses to any 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 person may collect as indemnification or advancement of expenses from such Other Entity.

The amended and restated limited liability company agreement of each of Hephaestus Holdings, LLC; HHI Forging, LLC; Impact Forge Group, LLC; Impact Forge Holdings, LLC; Jernberg Holdings, LLC; Jernberg Industries, LLC; Kyklos Bearing International, LLC; and Kyklos Holdings, LLC, provides that the managing member of each company shall not be liable, responsible or accountable, in damages or otherwise, to the company for any act performed with respect to or on behalf of their respective companies. Each company shall indemnify its managing member for any act performed by the managing member on its behalf, as and to the full extent permitted by the Delaware LLC Act. The terms of each company’s limited liability company agreements 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 is entitled to such indemnification and each company shall bear the burden of proving by a preponderance of the evidence that such respective claimant is not so entitled to indemnification.

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(d) Bearing Holdings, LLC; Cloyes Gear Holdings, LLC; Forging Holdings, LLC; Gearing Holdings, LLC; HHI Formtech Holdings, LLC; HHI Formtech, LLC; HHI Funding II, LLC; and HHI Holdings, LLC, are limited liability companies under the laws of Delaware.

The articles of organization of each of Bearing Holdings, LLC; Cloyes Gear Holdings, LLC; Forging Holdings, LLC; Gearing Holdings, LLC; HHI Formtech Holdings, LLC; HHI Formtech, LLC; HHI Funding II, LLC; and HHI Holdings, LLC, contains no articles, sections or provisions relating to indemnification.

The amended and restated limited liability company agreement of Bearing Holdings, LLC; Cloyes Gear Holdings, LLC; Forging Holdings, LLC; Gearing Holdings, LLC; HHI Formtech Holdings, LLC; HHI Funding II, LLC; the second amended and restated limited liability company agreement of HHI Formtech, LLC; and the third amended and restated limited liability company agreement of HHI Holdings, LLC, each provide that the managing member of each company 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 each company. Each company shall indemnify its managing member for any act performed by the managing member on behalf of or with respect to each company to the full extent permitted by the Delaware LLC Act. The terms of each company’s limited liability company agreement 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 an indemnified claimant is entitled to such indemnification and each company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

(e) Citation Lost Foam Patterns, LLC and Grede Machining LLC are limited liability companies under the laws of Delaware.

The articles of organization of each of Citation Lost Foam Patterns, LLC and Grede Machining LLC, contains no articles, sections or provisions relating to indemnification.

The limited liability operating agreement of Citation Lost Foam Patterns, LLC and Grede Machining LLC, each provide that each company shall indemnify and hold harmless any of its respective member, manager or officer, and may indemnify and hold harmless any of its respective employees or agents 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, other than an action by or in the right of each company, respectively, by reason of the fact that such person is or was a member, officer, employee or agent of each company, respectively. Such indemnification shall apply against expenses, including attorney’s 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 such 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 their respective companies 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 each company has been successful on the merits or otherwise in defense of an action, such person shall be indemnified against actual and reasonable expenses, including attorney’s fees, incurred 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 the operating agreements of each company, unless ordered by a court, shall be made by each 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 capital of each company of all 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, officer, employee or agent of each 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 the operating agreement or the Delaware LLC Act, or a knowing violation of law.

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(f) Cloyes Acquisition Company is incorporated under the laws of Delaware.

The certificate of incorporation of Cloyes Acquisition Company provides for indemnification of any person who is or was or agreed to become a director or officer of the corporation, or is or was serving at the request of the board or an officer of the corporation as an employee or agent of the corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the DGCL and any other applicable laws. In addition, the corporation may enter into one or more agreements with any person which provide for indemnification greater or different than provided under its certificate of incorporation.

Article VI of the amended and restated bylaws of Cloyes Acquisition Company provides that 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 (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 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.

Article VI of the amended and restated bylaws of Cloyes Acquisition Company also provides that 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 by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation 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, except that no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the which such action was brought shall determine 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.

Pursuant to the bylaws, any indemnification under the bylaws shall be made by the corporation, unless ordered by the court, only as authorized in the specific case upon an appropriate determination that indemnification is proper because the indemnified person has met the applicable standard of conduct for such indemnification as set forth in the bylaws.

(g) Grede LLC; Grede II LLC; and Grede Holdings LLC, are limited liability companies under the laws of Delaware.

The articles of organization of each of Grede LLC, Grede II LLC and Grede Holdings LLC, contains no articles, sections or provisions relating to indemnification.

The second amended and restated limited liability company agreement of Grede Holdings LLC, the third amended and restated limited liability company agreement of Grede LLC and the amended and the restated limited liability company agreement of Grede II LLC each provide that, to the fullest extent permitted by applicable law, each company shall indemnify and hold harmless 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 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 incurred by such indemnified person by reason of any act or omission performed or omitted by such person in good faith on behalf of each company and in a manner reasonably believed to be within the scope of their authority. The foregoing is subject to the exception that no such person shall be entitled to be indemnified for costs incurred by reason of fraud, bad faith, willful misconduct or breach of any agreement with the company with respect to such acts or omissions. Any indemnification shall be provided out of and to the extent of each company’s assets only, and no

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person as discussed under the indemnification provisions of each company’s limited liability company agreement, shall have any personal liability or any obligation to make any contributions of capital on account thereof. Such indemnification shall be in addition to any other rights to which such person may be entitled under any agreement, as a matter of law or equity or otherwise and shall continue to a person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each such person. The member of each company shall have the authority to cause their respective company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any person. The indemnification rights and advancement of expenses discussed in the limited liability company agreement of each company shall be limited by and in all events subject to any written agreement between each company and any of its officers.

(h) GSC RIII-Grede Corp. is incorporated under the laws of Delaware.

The certificate of incorporation of GSC RIII-Grede Corp. provides for the indemnification of all persons the corporation has the power to indemnify from and against any and all of the expenses, liabilities or other matters covered by and to the fullest extent permitted by Section 145 of the DGCL. 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 bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The certificate of incorporation of GSC RIII-Grede Corp. also provides that the personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the DGCL.

Article XIII of the amended and restated bylaws of GSC RIII-Grede Corp. provides that the corporation shall, to the fullest extent permitted by applicable law, 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, from and against any loss or damage incurred by the indemnified party or by the corporation for any act or omission taken or suffered by such indemnified party in good faith 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 the bylaws or (ii) any act or omission with respect to which such indemnified party was grossly negligent or engaged in intentional misconduct.

The indemnification obligations of the corporation shall be satisfied solely out of and to the extent of the corporation’s assets, and no indemnified person shall have any personal liability on account thereof. Expenses reasonably incurred in defense of a settlement or claim shall be paid by the corporation in advance of the final disposition of such action upon receipt of an undertaking, by or on behalf of the indemnified party, to repay such amount to the extent it shall ultimately be determined upon final adjudication after all possible appeals have been exhausted, that such party is not entitled to be indemnified by the corporation. The corporation may purchase and maintain insurance on behalf of indemnified parties, as set forth in the bylaws, against any liability or expense. An indemnified party must promptly notify the corporation of the commencement of any investigation, action, suit, arbitration or other proceeding, failure to give notice shall not relieve the corporation of its obligations, except to the extent the corporation is actually prejudiced by such failure to give notice. In case any such proceeding is brought against an indemnified person (other than a derivative suit), the corporation will be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party. If the corporation elects to assume the defense of an indemnified party, after providing them with notice, the corporation will not be liable for any expenses subsequently incurred by the 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.

The rights conferred upon any indemnified party under the corporation’s bylaws 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 such indemnified party who has ceased to be manager, director or officer and shall inure to the benefit of such indemnified party’s heir, executors and administrators.

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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 afforded to such indemnified party in certain capacities as set forth in the bylaws. In no event shall the corporation or any of its subsidiaries have any right or claim against any of certain stockholder parties for contribution or have rights of subrogation against such parties as discussed in the bylaws through an indemnified party for any payment made by the corporation or any of its subsidiaries with respect to any indemnity obligation.

The provisions of Article XIII of the bylaws of the corporation 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 the 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. 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 to the extent permitted under the DGCL. The indemnification and advancement of expenses provided for 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, (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.

(i) Metaldyne, LLC; Metaldyne BSM, LLC; Metaldyne M&A Bluffton, LLC; Metaldyne Sintered Ridgway, LLC; Metaldyne SinterForged Products, LLC; and Punchcraft Machining and Tooling, LLC, are limited liability companies under the laws of Delaware.

The articles of organization of each of Metaldyne, LLC; Metaldyne BSM, LLC; Metaldyne M&A Bluffton, LLC; Metaldyne Sintered Ridgway, LLC; Metaldyne SinterForged Products, LLC; and Punchcraft Machining and Tooling, LLC, contains no articles, sections or provisions relating to indemnification.

The limited liability company agreement of each of Metaldyne BSM, LLC; Metaldyne M&A Bluffton, LLC; Metaldyne Sintered Ridgway, LLC; Metaldyne SinterForged Products, LLC; and Punchcraft Machining and Tooling, LLC, and the amended and restated limited liability company agreement of Metaldyne, LLC, provide that, the board, any holder, each controlling person, and any director, officer or principal of a controlling person of each company shall be entitled to be indemnified and held harmless on an as incurred basis by the respective company, to the fullest extent permitted under the Delaware LLC 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 a person may be involved, as a party or otherwise. The rights of indemnification provided in each company’s limited liability company agreement shall be in addition to any other rights to which a person may be entitled by contract, or as a matter of law and shall extend to his successors and assigns. Each company will pay the expenses of indemnified persons as and when incurred (including attorneys’ fees and expenses) upon the delivery of a written undertaking (reasonably acceptable to each company’s board) to repay such amounts if it is ultimately determined that such person was not entitled to indemnification. This includes expenses incurred in defending any such proceeding in advance of its final disposition. Each company may, to the extent authorized by its board, from time to time grant rights to indemnification and to advance expenses to any of its employees or agents to the extent provided of the provisions in each company’s limited liability company agreement. Such indemnification and advancement of expenses shall not be exclusive of any other right which any person may have or acquire under any statute, company provision, agreement, vote of the holders or disinterested directors or otherwise.

(j) Metaldyne Powertrain Components, Inc. is incorporated under the laws of Delaware.

The certificate of incorporation of Metaldyne Powertrain Components, Inc. provides that the personal liability of its directors for monetary damages for breach of fiduciary duty is eliminated to the fullest extent permitted by the DGCL.

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The bylaws of Metaldyne Powertrain Components provide for indemnification of any person who was or is 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 in nature, by reason of the fact that person 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, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent under the DGCL. Any proceeding initiated by an indemnified party must be authorized by the board of directors. The right to indemnification includes 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. Any indemnification or advance of expenses of a director or officer shall be made promptly, and within 30 days upon written request. If a determination that the director or officer is entitled to indemnification is required and the corporation fails to respond within 60 days to a written request, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advance of expenses or if full payment pursuant to such request is not properly made within 30 days, the right to indemnification or advances 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 shall also be indemnified. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination that such person failed to meet such standard, shall be a defense to the action or create a presumption the claimant has not met the applicable standard of conduct.

(k) Shop IV Subsidiary Investment (Grede), Inc. is incorporated under the laws of Delaware.

The certificate of incorporation of Shop IV Subsidiary Investment (Grede), Inc. contains no articles, sections or provisions relating to indemnification.

The amended and restated bylaws of Shop IV Subsidiary Investment (Grede), Inc. provide that the corporation shall, to the fullest extent permitted by Section 145 of the DGCL, 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, from and against any loss or damage incurred by the indemnified party or by the corporation for any act or omission taken or suffered by such indemnified party in good faith 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 or (ii) any act or omission with respect to which such indemnified party was grossly negligent or engaged in intentional misconduct.

The indemnification obligations of the corporation shall be satisfied solely out of and to the extent of the corporation’s assets, as set forth in the bylaws of the corporation, and the stockholder of the corporation, in such capacity, shall not be subject to personal liability therefor. Expenses incurred by an indemnified party in defense of a settlement or claim shall be advanced by the corporation prior to the final disposition of such action upon receipt of an undertaking, by or on behalf of the indemnified party, to repay such amount to the extent it shall ultimately be determined upon final adjudication, that such person is not entitled to be indemnified by the corporation under its bylaws. The corporation may purchase and maintain insurance on behalf of all indemnified parties and other persons as set forth in its bylaws, against any liability or expense which may be incurred by any such party in connection with the corporation’s activities, whether or not the corporation would have the power to indemnify such person under the provisions of its bylaws.

An indemnified party must promptly notify the corporation of the commencement of any investigation, action, suit, arbitration or other proceeding, provided, however, the failure to give notice shall not relieve the corporation of its obligations under its bylaws, except to the extent the corporation is actually prejudiced by such failure to give notice. In case any such proceeding is brought against an indemnified person (other than a derivative suit), the corporation will be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party. If the corporation elects to assume the defense of an indemnified party, after providing them with notice, the corporation will not be liable for any expenses subsequently incurred by the 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.

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The rights conferred upon any indemnified party under the corporation’s bylaws 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 such indemnified party who has ceased to be manager, director or officer and shall inure to the benefit of such indemnified party’s heir, executors and administrators.

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 afforded to such indemnified party in certain capacities as set forth in the bylaws. In no event shall the corporation or any of its subsidiaries have any right or claim against any of certain stockholder parties for contribution or have rights of subrogation against such parties as discussed in the bylaws through an indemnified party for any payment made by the corporation or any of its subsidiaries with respect to any indemnity obligation.

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 to the extent permitted under the DGCL. The indemnification and advancement of expenses provided for 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, (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.

Ohio Registrant: Cloyes Gear and Products, Inc. is incorporated under the laws of Ohio.

In general, Section 1701.13(E) of the Ohio Revised Code authorizes each corporation organized under the laws of the State of Ohio, to indemnify or agree to indemnify its directors, officers, employees, or agents of the corporation, as well as persons serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, or other enterprise, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceeding, the person had no reasonable cause to believe that the person’s conduct was unlawful. With respect to any action brought by or in the right of the corporation to procure a judgment in its favor, indemnification for directors, officers, employees, and other persons must also satisfy the criteria set forth in Section 1701.13(E)(2) that such person is not adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation, except in the event that the court of common pleas or the court in which such action or suit was brought determines that such person is fairly and reasonably entitled to indemnification.

Article VI of the Code of Regulations of Cloyes Gear and Products, Inc., an Ohio corporation (“Cloyes”), provides for indemnification of any current or former director or officer, in certain instances, as permitted under Section 1701.13(E) of the Ohio Revised Code, against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which he or she was, is, or may be a party by reason of his or her status as such director or officer. Article VI of the Code of Regulations of Cloyes also provides that a current or former employee or agent of Cloyes may be provided indemnification, in certain instances, as permitted under Section 1701.13(E), against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which he or she was, is, or may be a party by reason of his or her status as such employee or agent.

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A current or former director or officer shall be and an employee or agent may be, entitled to indemnification if he or she is successful on the merits or otherwise in the defense of any such action, suit, or proceeding or if a determination is made, pursuant to Article VI of the Code of Regulations, consistent with the requirements of Section 1701.13(E) of the Ohio Revised Code, (1) by the directors of Cloyes acting at a meeting at which a quorum consisting of the directors who neither were nor are parties to or threatened with any such action, suit, or proceeding is present, or (2) by the shareholders of Cloyes at a meeting held for such 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 or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal, that (a) such current or former director, officer, employee, or agent was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his or her duty to Cloyes, (b) he or she acted in good faith in what he or she reasonably believed to be in the best interest in or not opposed to the best interests of Cloyes, and (c) in any matter the subject of a criminal action, suit, or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.

The expenses of each director, officer, employee, or agent incurred in defending any such action, suit, or proceeding, whether threatened or actual, may be paid by Cloyes as they are incurred in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by the director, officer, employee, or agent to repay such expenses if it is ultimately determined that he or she is not entitled to indemnification by Cloyes.

Additionally, Section 1701.13(E)(5)(a) of the Ohio Revised Code provides that, unless prohibited by specific reference at the time of a director’s act or omission in a corporation’s articles of incorporation or code of regulations (which prohibition is not contained in Cloyes’ Articles of Incorporation or Code of Regulations), a corporation shall pay a director’s expenses, including attorneys’ fees, as such expenses are incurred, in defending an action, suit, or proceeding brought against a director in such capacity, whether such action, suit, or proceeding is brought by a third party or by or in the right of the corporation, provided the director or officer delivers to the corporation an undertaking to (a) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his or her action or failure to act was undertaken with deliberate intent to injure the corporation or with reckless disregard for the best interests of the corporation and (b) reasonably cooperate with the corporation in such action, suit, or proceeding.

Section 1701.13(E)(7) of the Ohio Revised Code provides that a corporation may purchase insurance or furnish similar protection for any director, officer, employee, or agent of the corporation against any liability asserted against him or her in any such capacity, whether or not the corporation would have power to indemnify him or her under Ohio law. Such insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

Wisconsin Registrant: Grede Wisconsin Subsidiaries LLC is a limited liability company under the laws of Wisconsin.

Section 183.0106(2) of the Wisconsin Limited Liability Company Act, as amended, (the “Wisconsin LLC Act”) permits a Wisconsin limited liability company to indemnify a member, manager, employee, officer or agent or any other person. Section 183.0403(2) of the Wisconsin LLC Act provides that a limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

Provisions relating to indemnification of members and officers of Grede Wisconsin Subsidiaries LLC and other specified persons have been adopted pursuant to Wisconsin law and are contained in Section 9.2 of Grede Wisconsin Subsidiaries LLC’s Limited Liability Company Operating Agreement (“Grede Wisconsin LLC Agreement”). Under the Grede Wisconsin LLC Agreement, the company shall indemnify and hold harmless any

II-11

member or officer of the company, and may indemnify and hold harmless any employee or agent of the company, who was or is a party to or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the company, arising by reason of the fact that such person is, or was, a member, officer, employee or agent of the company, against expenses, including attorney’s 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, such person shall be indemnified against actual and reasonable expenses, including attorney’s fees, incurred in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided in the Grede Wisconsin LLC Agreement.

Any indemnification permitted under the Grede Wisconsin LLC Agreement, 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 capital of the company of all 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, 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 the operating agreement or the Wisconsin LLC Act, or a knowing violation of law.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

See the Exhibit Index immediately following the signature page included in this Registration Statement.

Schedules Omitted

Schedules other than Schedule II are omitted because they are not required or applicable under instructions contained in Regulation S-X or because the information called for is shown in the financial statements and notes thereto.

Schedule II: Valuation and Qualifying Accounts

	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts (1)			Deductions			Balance at end of period
					(In millions)
Allowances on Accounts Receivable
Year ended December 31, 2014	$	9.0	$	5.1	$	2.0		$	(8.1	)	$	8.0
Year ended December 31, 2013		5.0		3.6		0.4			—			9.0
Successor period ended December 31, 2012		0.3		0.3		4.4			—			5.0
Predecessor period ended October 5, 2012		0.4		—		—			(0.1	)		0.3
Valuation allowance for deferred tax assets
Year ended December 31, 2014	$	7.1	$	4.7	$	(0.1	)	$	0.2		$	11.9
Year ended December 31, 2013		18.2		0.2		—			(11.3	)		7.1
Successor period ended December 31, 2012		—		—		18.9			(0.7	)		18.2
Predecessor period ended October 5, 2012		—		—		—			—			—

(1) Includes purchase accounting adjustment to record accounts at fair value.

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) 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

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

Each of the undersigned registrants 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 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 by 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.

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 registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the

II-13

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 and will be governed by the final adjudication of such issue.

Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form 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.

Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne Performance Group Inc.
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of Metaldyne Performance Group Inc., hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, 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 date indicated.

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer and Director	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Mark Blaufuss	Chief Financial Officer and Treasurer	April 30, 2015
Mark Blaufuss	(Principal Financial Officer and Principal Accounting Officer)
/s/ Nick Bhambri	Director	April 30, 2015
Nick Bhambri
/s/ Loren Easton	Director	April 30, 2015
Loren Easton
/s/ Michael Fisch	Director	April 30, 2015
Michael Fisch
/s/ William Jackson	Director	April 30, 2015
William Jackson
/s/ Kevin Penn	Director	April 30, 2015
Kevin Penn

/s/ John Pearson Smith	Director	April 30, 2015
John Pearson Smith
/s/ Jeffrey Stafeil	Director	April 30, 2015
Jeffrey Stafeil

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

MPG Holdco I Inc.
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer and Treasurer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of MPG Holdco I Inc., hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer and Director	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Thomas A. Amato	Co-President	April 30, 2015
Thomas A. Amato
/s/ Douglas J. Grimm	Co-President	April 30, 2015
Douglas J. Grimm
/s/ Mark Blaufuss	Chief Financial Officer and Treasurer	April 30, 2015
Mark Blaufuss	(Principal Financial Officer and Principal Accounting Officer)
/s/ Loren Easton	Vice President, Assistant Treasurer and	April 30, 2015
Loren Easton	Director
/s/ Carol Creel	General Counsel and Secretary	April 30, 2015
Carol Creel
/s/ Eric Schondorf	Vice President and Assistant Secretary	April 30, 2015
Eric Schondorf

/s/ Kevin Penn	Director	April 30, 2015
Kevin Penn
/s/ Nick Bhambri	Director	April 30, 2015
Nick Bhambri
/s/ Michael Fisch	Director	April 30, 2015
Michael Fisch
/s/ William Jackson	Director	April 30, 2015
William Jackson
/s/ John Pearson Smith	Director	April 30, 2015
John Pearson Smith
/s/ Jeffrey Stafeil	Director	April 30, 2015
Jeffrey Stafeil

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP Grede Acquisitionco LLC
By: ASP Grede Intermediate Holdings LLC, as sole member
By:	/s/ Kevin Penn
Name:	Kevin Penn
Title:	President and Manager

* * * *

POWER OF ATTORNEY

The undersigned officers of ASP Grede Intermediate Holdings LLC, as sole member of ASP Grede Acquisitionco LLC, hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and Manager	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Kevin Penn	President and Manager	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Loren Easton	Vice President and Manager	April 30, 2015
Loren Easton
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf
/s/ Michael Fisch	Manager	April 30, 2015
Michael Fisch
/s/ Louis Lavorata	Vice President	April 30, 2015
Louis Lavorata

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP Grede Intermediate Holdings LLC
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of ASP Grede Intermediate Holdings LLC, hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and Manager	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Kevin Penn	President and Manager	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Loren Easton	Vice President and Manager	April 30, 2015
Loren Easton
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf
/s/ Michael Fisch	Manager	April 30, 2015
Michael Fisch
/s/ Louis Lavorata	Vice President	April 30, 2015
Louis Lavorata

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP HHI Acquisition Co., Inc.
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Acquisition Co., Inc., hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)
/s/ Gary Ford	Corporate Controller	April 30, 2015
Gary Ford
/s/ Kevin Penn	President and Director	April 30, 2015
Kevin Penn
/s/ Scott Wolff	Vice President, Treasurer and Director	April 30, 2015
Scott Wolff	(Principal Accounting Officer)
/s/ Eric Schondorf	Assistant Vice President and Secretary	April 30, 2015
Eric Schondorf

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP HHI Holdings, Inc.
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Holdings, Inc., hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	President and Director	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Loren Easton	Vice President and Treasurer (Principal Financial Officer and	April 30, 2015
Loren Easton	Principal Accounting Officer)
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf
/s/ Michael Johnson	Vice President	April 30, 2015
Michael Johnson
/s/ Mark Blaufuss	Vice President	April 30, 2015
Mark Blaufuss
/s/ Michael Fisch	Director	April 30, 2015
Michael Fisch
/s/ Kevin Penn	Director	April 30, 2015
Kevin Penn

/s/ Scott Wolff	Director	April 30, 2015
Scott Wolff
/s/ Jeffrey Stafeil	Director	April 30, 2015
Jeffrey Stafeil
/s/ Nick Bhambri	Director	April 30, 2015
Nick Bhambri

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP HHI Intermediate Holdings, Inc.
By:	/s/ Kevin Penn
Name:	Kevin Penn
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Intermediate Holdings, Inc., hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Kevin Penn	President and Director	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Scott Wolff	Vice President, Treasurer and Director	April 30, 2015
Scott Wolff	(Principal Accounting Officer)
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP HHI Intermediate Holdings II, Inc.
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

****

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Intermediate Holdings II, Inc., hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)
/s/ Gary Ford	Corporate Controller	April 30, 2015
Gary Ford
/s/ Kevin Penn	President and Director	April 30, 2015
Kevin Penn
/s/ Scott Wolff	Vice President, Treasurer and Director	April 30, 2015
Scott Wolff	(Principal Accounting Officer)
/s/ Eric Schondorf	Assistant Vice President and Secretary	April 30, 2015
Eric Schondorf

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP MD Holdings, Inc.
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP MD Holdings, Inc., hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato	President, Chief Executive Officer and	April 30, 2015
Thomas A. Amato	Director (Principal Executive Officer)
/s/ Mark Blaufuss	Chief Financial Officer	April 30, 2015
Mark Blaufuss	(Principal Financial Officer and Principal Accounting Officer)
/s/ Kevin Penn	Vice President and Director	April 30, 2015
Kevin Penn
/s/ Loren Easton	Vice President and Director	April 30, 2015
Loren Easton
/s/ Carol Creel	Secretary	April 30, 2015
Carol Creel
/s/ Eric Schondorf	Vice President and Assistant Secretary	April 30, 2015
Eric Schondorf
/s/ Michael Fisch	Director	April 30, 2015
Michael Fisch

/s/ John Pearson Smith	Director	April 30, 2015
John Pearson Smith
/s/ William Jackson	Director	April 30, 2015
William Jackson

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP MD Intermediate Holdings, Inc.
By:	/s/ Kevin Penn
Name:	Kevin Penn
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP MD Intermediate Holdings, Inc., hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Kevin Penn	President and Director	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Loren Easton	Vice President and Director	April 30, 2015
Loren Easton
/s/ Eric Schondorf	Vice President and Assistant Secretary	April 30, 2015
Eric Schondorf

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

ASP MD Intermediate Holdings II, Inc.
By:	/s/ Kevin Penn
Name:	Kevin Penn
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP MD Intermediate Holdings II, Inc., hereby appoint Kevin Penn, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Kevin Penn	President and Director	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Loren Easton	Vice President and Director	April 30, 2015
Loren Easton
/s/ Eric Schondorf	Vice President and Assistant Secretary	April 30, 2015
Eric Schondorf

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Bearing Holdings, LLC
By: HHI Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Bearing Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Citation Lost Foam Patterns, LLC
By: Grede II LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede II LLC, as sole member of Citation Lost Foam Patterns, LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Senior Vice President, Chief Financial Officer, Treasurer and Secretary	April 30, 2015
Louis Lavorata	(Principal Financial Officer and Principal Accounting Officer)
/s/ Stephen D. Busby	Vice President, Assistant Treasurer and	April 30, 2015
Stephen D. Busby	Assistant Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Cloyes Acquisition Company
By:	/s/ M. Trevor Myers
Name:	M. Trevor Myers
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned director and officers of Cloyes Acquisition Company, hereby appoint M. Trevor Myers, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ M. Trevor Myers	President, Chief Executive Officer and	April 30, 2015
M. Trevor Myers	Director (Principal Executive Officer)
/s/ Tim Blaschke	Treasurer, Chief Financial Officer and Secretary	April 30, 2015
Tim Blaschke	(Principal Financial Officer and Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Cloyes Gear and Products, Inc.
By:	/s/ M. Trevor Myers
Name:	M. Trevor Myers
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of Cloyes Gear and Products, Inc., hereby appoint M. Trevor Myers, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ M. Trevor Myers	President, Chief Executive Officer and	April 30, 2015
M. Trevor Myers	Director (Principal Executive Officer)
/s/ Tim Blaschke	Vice President and Treasurer	April 30, 2015
Tim Blaschke	(Principal Accounting Officer)
/s/ George Thanopoulos	Director	April 30, 2015
George Thanopoulos

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Cloyes Gear Holdings, LLC
By: Gearing Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Gearing Holdings, LLC, as sole member of Cloyes Gear Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	President and Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Forging Holdings, LLC
By: HHI Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Forging Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Gearing Holdings, LLC
By: HHI Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Gearing Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Grede Holdings LLC
By: ASP Grede Acquisitionco LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer and President

* * * *

POWER OF ATTORNEY

The undersigned officers of ASP Grede Acquisitionco LLC, as sole member of Grede Holdings LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Kevin Penn	President	April 30, 2015
Kevin Penn	(Principal Executive Officer)
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf
/s/ Loren Easton	Vice President	April 30, 2015
Loren Easton
/s/ Jan van Dijk	Treasurer	April 30, 2015
Jan van Dijk
/s/ Carol Creel	Secretary	April 30, 2015
Carol Creel

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Grede LLC
By: Grede Holdings LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer and President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede Holdings LLC, as sole member of Grede LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Chief Financial Officer and Secretary	April 30, 2015
Louis Lavorata	(Principal Financial Officer)
/s/ Stephen D. Busby	Vice President, Treasurer and Assistant	April 30, 2015
Stephen D. Busby	Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Grede II LLC
By: Grede Holdings LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer and President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede Holdings LLC, as sole member of Grede II LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Chief Financial Officer and Secretary	April 30, 2015
Louis Lavorata	(Principal Financial Officer)
/s/ Stephen D. Busby	Vice President, Treasurer and Assistant	April 30, 2015
Stephen D. Busby	Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Grede Machining LLC
By: Grede II LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer and President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede II LLC, as sole member of Grede Machining LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Senior Vice President, Chief Financial Officer, Treasurer and Secretary	April 30, 2015
Louis Lavorata	(Principal Financial Officer and Principal Accounting Officer)
/s/ Stephen D. Busby	Vice President, Assistant Treasurer and	April 30, 2015
Stephen D. Busby	Assistant Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Grede Wisconsin Subsidiaries LLC
By: Grede II LLC, as sole member
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer and President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede II LLC, as sole member of Grede Wisconsin Subsidiaries LLC, hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	Chief Executive Officer and President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Senior Vice President, Chief Financial Officer, Treasurer and Secretary	April 30, 2015
Louis Lavorata	(Principal Financial Officer and Principal Accounting Officer)
/s/ Stephen D. Busby	Vice President, Assistant Treasurer and	April 30, 2015
Stephen D. Busby	Assistant Secretary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

GSC RIII-Grede Corp.
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned director and officers of GSC RIII-Grede Corp., hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm	President	April 30, 2015
Douglas J. Grimm	(Principal Executive Officer)
/s/ Louis Lavorata	Chief Financial Officer, Senior Vice President and Director	April 30, 2015
Louis Lavorata	(Principal Financial Officer)
/s/ Stephen D. Busby	Vice President and Treasurer	April 30, 2015
Stephen D. Busby	(Principal Accounting Officer)
/s/ Eric Schondorf	Vice President and Secretary	April 30, 2015
Eric Schondorf
/s/ Loren Easton	Vice President and Assistant Treasurer	April 30, 2015
Loren Easton

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Hephaestus Holdings, LLC
By: Forging Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Forging Holdings, LLC, as sole member of Hephaestus Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	President and Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

HHI Forging, LLC
By: Hephaestus Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI Forging, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	President and Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

HHI Formtech, LLC
By: HHI Formtech Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Formtech Holdings, LLC, as sole member of HHI Formtech, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

HHI Formtech Holdings, LLC
By: Hephaestus Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI Formtech Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos	Chief Executive Officer and President	April 30, 2015
George Thanopoulos	(Principal Executive Officer)
/s/ Michael Johnson	Chief Financial Officer	April 30, 2015
Michael Johnson	(Principal Financial Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

HHI Funding II, LLC
By: Hephaestus Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI Funding II, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

HHI Holdings, LLC
By: ASP HHI Acquisition Co., Inc., as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers ASP HHI Acquisition Co., Inc., as sole member of HHI Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015
/s/ Gary Ford Gary Ford	Corporate Controller (Principal Accounting Officer)	April 30, 2015
/s/ Kevin Penn Kevin Penn	President and Director	April 30, 2015
/s/ Scott Wolff Scott Wolff	Vice President, Treasurer and Director	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Vice President and Secretary	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Impact Forge Group, LLC
By: Impact Forge Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Impact Forge Holdings, LLC, as sole member of Impact Forge Group, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Impact Forge Holdings, LLC
By: HHI Forging, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Forging, LLC, as sole member of Impact Forge Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Jernberg Holdings, LLC
By: HHI Forging, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Forging, LLC, as sole member of Jernberg Holdings, LLC hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Jernberg Industries, LLC
By: Jernberg Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Jernberg Holdings, LLC, as sole member of Jernberg Industries, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Kyklos Bearing International, LLC
By: Kyklos Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Kyklos Holdings, LLC, as sole member of Kyklos Bearing International, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Kyklos Holdings, LLC
By: Bearing Holdings, LLC, as sole member
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Bearing Holdings, LLC, as sole member of Kyklos Holdings, LLC, hereby appoint George Thanopoulos, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ George Thanopoulos George Thanopoulos	President and Chief Executive Officer (Principal Executive Officer)	April 30, 2015
/s/ Michael Johnson Michael Johnson	Chief Financial Officer (Principal Financial Officer)	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

MD Investors Corporation
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of MD Investors Corporation, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Kevin Penn Kevin Penn	Director	April 30, 2015
/s/ Loren Easton Loren Easton	Director	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne BSM, LLC
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne BSM, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Manager (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Manager (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Robert DeFauw Robert DeFauw	Manager	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne M&A Bluffton, LLC
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne M&A Bluffton, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Manager (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Manager (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Ben Schmidt Ben Schmidt	Manager	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne Powertrain Components, Inc.
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of Metaldyne Powertrain Components, Inc., hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Ben Schmidt Ben Schmidt	Director	April 30, 2015
/s/ Kevin Penn Kevin Penn	Director	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne Sintered Ridgway, LLC
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne Sintered Ridgway, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Manager (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Manager (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principle Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Ben Schmidt Ben Schmidt	Manager	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne SinterForged Products, LLC
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne SinterForged Products, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Manager (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principle Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Ben Schmidt Ben Schmidt	Manager	April 30, 2015
/s/ Kevin Penn Kevin Penn	Manager	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Metaldyne, LLC
By: MD Investors Corporation, as sole member
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of MD Investors Corporation, as sole member of Metaldyne, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President and Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Kevin Penn Kevin Penn	Director	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Punchcraft Machining and Tooling, LLC
By:	/s/ Mark Blaufuss
Name:	Mark Blaufuss
Title:	Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Punchcraft Machining and Tooling, LLC, hereby appoint Mark Blaufuss, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Thomas A. Amato Thomas A. Amato	President, Chief Executive Officer and Manager (Principal Executive Officer)	April 30, 2015
/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Manager (Principal Financial Officer)	April 30, 2015
/s/ Jan van Dijk Jan van Dijk	Corporate Controller and Treasurer (Principle Accounting Officer)	April 30, 2015
/s/ Carol Creel Carol Creel	Secretary	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Assistant Secretary	April 30, 2015
/s/ Ben Schmidt Ben Schmidt	Manager	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

Shop IV Subsidiary Investment (Grede), Inc.
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President

* * * *

POWER OF ATTORNEY

The undersigned director and officers of Shop IV Subsidiary Investment (Grede), Inc., hereby appoint Douglas J. Grimm, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Douglas J. Grimm Douglas J. Grimm	President (Principal Executive Officer)	April 30, 2015
/s/ Louis Lavorata Louis Lavorata	Chief Financial Officer, Senior Vice President and Director (Principal Financial Officer)	April 30, 2015
/s/ Stephen D. Busby Stephen D. Busby	Vice President and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ Eric Schondorf Eric Schondorf	Vice President and Secretary	April 30, 2015
/s/ Loren Easton Loren Easton	Vice President and Assistant Treasurer	April 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Royal Oak, State of Michigan, on April 30, 2015.

The Mesh Company, LLC
By: Cloyes Gear and Products, Inc., as sole member
By:	/s/ M. Trevor Myers
Name:	M. Trevor Myers
Title:	President and Chief Executive Officer

* * * *

POWER OF ATTORNEY

The undersigned director and officers of Cloyes Gear and Products, Inc., as sole member of The Mesh Company, LLC, hereby appoint M. Trevor Myers, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ M. Trevor Myers M. Trevor Myers	President, Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2015
/s/ Tim Blaschke Tim Blaschke	Vice President and Treasurer (Principal Accounting Officer)	April 30, 2015
/s/ George Thanopoulos George Thanopoulos	Director	April 30, 2015

Exhibit Index

Exhibit Number	Description
1.1	Form of Underwriting Agreement (incorporated by reference from Exhibit 1.1 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
2.1	Agreement and Plan of Merger, dated as of July 31, 2014, by and among Metaldyne Performance Group Inc., Grede Merger Sub, LLC, Metaldyne Merger Sub, Inc. and HHI Merger Sub, Inc., ASP Grede Intermediate Holdings LLC, ASP MD Holdings, Inc. and ASP HHI Holdings, Inc. and ASP Grede Holdings LLC (incorporated by reference from Exhibit 2.1 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
3.1	Form of Amended and Restated Certificate of Incorporation of Metaldyne Performance Group Inc. (incorporated by reference from Exhibit 3.1 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 1, 2014).
3.2	Form of Amended and Restated Bylaws of Metaldyne Performance Group Inc. (incorporated by reference from Exhibit 3.2 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 1, 2014).
*3.3	Certificate of Incorporation of MPG Holdco I Inc.
*3.4	Bylaws of MPG Holdco I Inc.
	Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
*3.5.1	ASP Grede Acquistionco LLC
*3.5.2	ASP Grede Intermediate Holdings LLC
*3.5.3	ASP HHI Acquisition Co., Inc.
*3.5.4	ASP HHI Holdings, Inc.
*3.5.5	ASP HHI Intermediate Holdings, Inc.
*3.5.6	ASP HHI Intermediate Holdings II, Inc.
*3.5.7	ASP MD Holdings, Inc.
*3.5.8	ASP MD Intermediate Holdings, Inc.
*3.5.9	ASP MD Intermediate Holdings II, Inc.
*3.5.10	Bearing Holdings, LLC
*3.5.11	Citation Lost Foam Patterns, LLC
*3.5.12	Cloyes Acquisition Company
*3.5.13	Cloyes Gear and Products, Inc.
*3.5.14	Cloyes Gear Holdings, LLC
*3.5.15	Forging Holdings, LLC
*3.5.16	Gearing Holdings, LLC
*3.5.17	Grede Holdings LLC
*3.5.18	Grede II LLC
*3.5.19	Grede LLC
*3.5.20	Grede Machining LLC
*3.5.21	Grede Wisconsin Subsidiaries LLC
*3.5.22	GSC RIII-Grede Corp.
*3.5.23	Hephaestus Holdings, LLC
*3.5.24	HHI Forging, LLC
*3.5.25	HHI Formtech Holdings, LLC
*3.5.26	HHI Formtech, LLC

Exhibit Number	Description
*3.5.27	HHI Funding II, LLC
*3.5.28	HHI Holdings, LLC
*3.5.29	Impact Forge Group, LLC
*3.5.30	Impact Forge Holdings, LLC
*3.5.31	Jernberg Holdings, LLC
*3.5.32	Jernberg Industries, LLC
*3.5.33	Kyklos Bearing International, LLC
*3.5.34	Kyklos Holdings, LLC
*3.5.35	MD Investors Corporation
*3.5.36	Metaldyne, LLC
*3.5.37	Metaldyne BSM, LLC
*3.5.38	Metaldyne M&A Bluffton, LLC
*3.5.39	Metaldyne Powertrain Components, Inc.
*3.5.40	Metaldyne Sintered Ridgway, LLC
*3.5.41	Metaldyne SinterForged Products, LLC
*3.5.42	Punchcraft Machining and Tooling, LLC
*3.5.43	Shop IV Subsidiary Investment (Grede), Inc.
*3.5.44	The Mesh Company, LLC
*3.6.1	Limited Liability Company Agreement of ASP Grede Acquistionco LLC
*3.6.2	Second Amended and Restated Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC
*3.6.3	Bylaws of ASP HHI Acquisition Co., Inc.
*3.6.4	Bylaws of ASP HHI Holdings, Inc.
*3.6.5	Bylaws of ASP HHI Intermediate Holdings, Inc.
*3.6.6	Bylaws of ASP HHI Intermediate Holdings II, Inc.
*3.6.7	Bylaws of ASP MD Holdings, Inc.
*3.6.8	Bylaws of ASP MD Intermediate Holdings, Inc.
*3.6.9	Bylaws of ASP MD Intermediate Holdings II, Inc.
*3.6.10	Amended and Restated Limited Liability Company Agreement of Bearing Holdings, LLC
*3.6.11	Limited Liability Company Operating Agreement of Citation Lost Foam Patterns, LLC
*3.6.12	Amended and Restated By-Laws of Cloyes Acquisition Company
*3.6.13	Code of Regulations of Cloyes Gear and Products, Inc.
*3.6.14	Amended and Restated Limited Liability Company Agreement of Cloyes Gear Holdings, LLC
*3.6.15	Amended and Restated Limited Liability Company Agreement of Forging Holdings, LLC
*3.6.16	Amended and Restated Limited Liability Company Agreement of Gearing Holdings, LLC
*3.6.17	Second Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC
*3.6.18	Amended and Restated Limited Liability Company Agreement of Grede II LLC
*3.6.19	Third Amended and Restated Limited Liability Company Agreement of Grede LLC
*3.6.20	Limited Liability Company Operating Agreement of Grede Machining LLC
*3.6.21	Limited Liability Company Operating Agreement of Grede Wisconsin Subsidiaries LLC
*3.6.22	Amended and Restated Bylaws of GSC RIII-Grede Corp.
*3.6.23	Amended and Restated Limited Liability Company Operating Agreement of Hephaestus Holdings, LLC
*3.6.24	Amended and Restated Limited Liability Company Operating Agreement of HHI Forging, LLC
*3.6.25	Amended and Restated Limited Liability Company Operating Agreement of HHI Formtech Holdings, LLC
*3.6.26	Second Amended and Restated Limited Liability Company Operating Agreement of HHI Formtech, LLC
*3.6.27	Amended and Restated Limited Liability Company Operating Agreement of HHI Funding II, LLC
*3.6.28	Third Amended and Restated Limited Liability Company Operating Agreement of HHI Holdings, LLC
*3.6.29	Amended and Restated Limited Liability Company Operating Agreement of Impact Forge Group, LLC
*3.6.30	Amended and Restated Limited Liability Company Operating Agreement of Impact Forge Holdings, LLC

Exhibit Number	Description
*3.6.31	Amended and Restated Limited Liability Company Operating Agreement of Jernberg Holdings, LLC
*3.6.32	Amended and Restated Limited Liability Company Operating Agreement of Jernberg Industries, LLC
*3.6.33	Amended and Restated Limited Liability Company Operating Agreement of Kyklos Bearing International, LLC
*3.6.34	Amended and Restated Limited Liability Company Operating Agreement of Kyklos Holdings, LLC
*3.6.35	Bylaws of MD Investors Corporation
*3.6.36	Amended and Restated Limited Liability Company Agreement of Metaldyne, LLC
*3.6.37	Limited Liability Company Agreement of Metaldyne BSM, LLC
*3.6.38	Limited Liability Company Agreement of Metaldyne M&A Bluffton, LLC
*3.6.39	By-laws of Metaldyne Powertrain Components, Inc.
*3.6.40	Limited Liability Company Agreement of Metaldyne Sintered Ridgway, LLC
*3.6.41	Limited Liability Company Agreement of Metaldyne SinterForged Products, LLC
*3.6.42	Limited Liability Company Agreement of Punchcraft Machining and Tooling, LLC
*3.6.43	Amended and Restated Bylaws of Shop IV Subsidiary Investment (Grede), Inc.
*3.6.44	Second Amended and Restated Operating Agreement of The Mesh Company, LLC
4.1	Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 4, 2014).
4.2	Indenture, dated as of October 20, 2014, among the MPG Holdco I Inc., Metaldyne Performance Group Inc., the subsidiary guarantors party thereto and Wilmington Trust National Association, as trustee (incorporated by reference from Exhibit 4.2 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
4.3	Form of 7.375% Note (included in Exhibit 4.2)
4.4	First Supplemental Indenture, dated as of January 29, 2015, between Grede LLC and Wilmington Trust, National Association, as trustee (incorporated by reference from Exhibit 4.4 to the Metaldyne Performance Group Inc. Annual Report on Form 10-K (File No. 1-36774) filed March 16, 2015).
4.5	Registration Rights Agreement, dated as of October 20, 2014, among MPG Holdco I Inc., the guarantors party thereto and Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers listed therein (incorporated by reference from Exhibit 4.4 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed November 14, 2014).
*5.1	Opinion of Weil, Gotshal & Manges LLP.
*5.2	Opinion of Conner & Winters, LLP.
*5.3	Opinion of McDonald Hopkins PLC
*5.4	Opinion of Ruder Ware L.L.S.C.
10.1	Credit Agreement, dated as of October 20, 2014, among MPG Holdco I Inc., as the borrower, Metaldyne Performance Group Inc., certain subsidiaries from time to time party thereto, as subsidiary guarantors, Goldman Sachs Bank USA, as administrative agent, and the other financial institutions party thereto (incorporated by reference from Exhibit 10.1 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).

Exhibit Number	Description
10.2	Stockholders’ Agreement, dated as of August 4, 2014, by and among Metaldyne Performance Group Inc., ASP MD Investco LP, ASP HHI Investco LP, ASP Grede Investco LP and the minority investors identified therein (incorporated by reference from Exhibit 10.2 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
10.3	Employment Agreement, effective August 4, 2014, by and between Metaldyne Performance Group Inc. and George Thanopoulos (incorporated by reference from Exhibit 10.3 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
10.4	Employment Agreement, effective August 4, 2014, by and between Metaldyne Performance Group Inc. and Mark Blaufuss (incorporated by reference from Exhibit 10.4 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.5	Employment Agreement, effective August 4, 2014, by and between Metaldyne Performance Group Inc. and Thomas Amato (incorporated by reference from Exhibit 10.5 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
10.6	Employment Agreement, effective August 4, 2014, by and between Metaldyne Performance Group Inc. and Douglas Grimm (incorporated by reference from Exhibit 10.6 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1(File No. 333-198316) filed August 22, 2014).
10.7	Form of Director and Officer Indemnification Agreement (incorporated by reference from Exhibit 10.7 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 1, 2014).
10.8	2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.8 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 1, 2014).
10.9	Annual Bonus Plan (incorporated by reference from Exhibit 10.9 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 1, 2014).
10.10A	Form of NEO Restricted Stock Agreement (incorporated by reference from Exhibit 10.10A to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 4, 2014).
10.10B	Form of CFO Restricted Stock Agreement (incorporated by reference from Exhibit 10.10B to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 4, 2014).
10.10C	Form I of Restricted Stock Agreement (incorporated by reference from Exhibit 10.10C to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 4, 2014).
10.10D	Form II of Restricted Stock Agreement (incorporated by reference from Exhibit 10.10D to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed December 4, 2014).
10.11	ASP HHI Holdings, Inc. Stock Option Plan (incorporated by reference from Exhibit 10.11 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).

Exhibit Number	Description
10.12	ASP MD Holdings, Inc. Stock Option Plan (incorporated by reference from Exhibit 10.12 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.13	ASP Grede Intermediate Holdings LLC 2014 Unit Option Plan (incorporated by reference from Exhibit 10.13 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.14	Nonqualified Stock Option Agreement (Replacement Option; Tranche A), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and Thomas A. Amato (incorporated by reference from Exhibit 10.14 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed November 14, 2014).
10.15	Nonqualified Stock Option Agreement (Replacement Option; Tranche B), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and Thomas A. Amato (incorporated by reference from Exhibit 10.15 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed November 14, 2014).
10.16	Nonqualified Stock Option Agreement (Replacement Option), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and Mark Blaufuss (incorporated by reference from Exhibit 10.16 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.17	Nonqualified Stock Option Agreement (Replacement Option), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and Douglas J. Grimm (incorporated by reference from Exhibit 10.17 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.18	Nonqualified Stock Option Agreement (Replacement Option), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and George Thanopoulos (incorporated by reference from Exhibit 10.18 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.19	Form of Nonqualified Stock Option Agreement (10% Grant; Common Share Equivalent) (incorporated by reference from Exhibit 10.19 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.20	Form of Nonqualified Stock Option Agreement (10% Grant; Option Equivalent) (incorporated by reference from Exhibit 10.20 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.21	Nonqualified Stock Option Agreement (HHI True-Up; Common Share Equivalent), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and George Thanopoulos (incorporated by reference from Exhibit 10.21 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.22	Nonqualified Stock Option Agreement (HHI True-Up; Option Equivalent), dated as of August 4, 2014, between Metaldyne Performance Group Inc. and George Thanopoulos (incorporated by reference from Exhibit 10.22 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 29, 2014).
10.23	Lease dated January 23, 2002 by and between Kojaian MD North Vernon, L.L.C., as landlord, and Metaldyne Sintered Components of Indiana, Inc., as tenant (incorporated by reference from Exhibit 10.23 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).

Exhibit Number	Description
10.24	Lease Agreement, dated as of December 29, 2009, between Dyne (DE) LP, as landlord, and Metaldyne Powertrain Components, Inc., as tenant (incorporated by reference from Exhibit 10.24 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.25	First Amendment, dated May 31, 2012, to Lease Agreement between Dyne (DE) LP, as landlord, and Metaldyne Powertrain Components, Inc., as tenant (incorporated by reference from Exhibit 10.25 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.26	Lease Contract, dated September 6, 2005, between Suzhou Fangzheng Construction Development Company Ltd, as lessor, and Metaldyne, LLC, as lessee (incorporated by reference from Exhibit 10.26 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.27	Commercial Lease, dated June 26, 2012, between Societe Civile Immobiliere Franklin Roosevelt, as lessor, and Metaldyne International France, as lessee (incorporated by reference from Exhibit 10.27 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.28	Lease, dated August 7, 2008, 2509 Hayes LLC, as landlord, and Kyklos Bearing International, Inc., as tenant (incorporated by reference from Exhibit 10.28 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed October 7, 2014).
10.29	Security Agreement, dated as October 20, 2014, among MPG Holdco I Inc., as the borrower, the guarantors from time to time party thereto and Goldman Sachs Bank USA, as collateral agent (incorporated by reference from Exhibit 10.29 to the Metaldyne Performance Group Inc. Registration Statement on Form S-1/A (File No. 333-198316) filed November 14, 2014).
*12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of the Registrant (incorporated by reference from Exhibit 4.4 to the Metaldyne Performance Group Inc. Annual Report on Form 10-K (File No. 1-36774) filed March 16, 2015).
*23.1	Consent of KPMG LLP, an independent registered public accounting firm.
*23.2	Consent of KPMG LLP, independent accountants.
*23.3	Consent of Deloitte & Touche LLP, an independent registered public accounting firm.
*23.4	Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
*23.5	Consent of PricewaterhouseCoopers LLP, independent accountants.
23.6	Consent of Weil, Gotshal and Manges LLP (included in exhibit 5.1).
23.7	Consent of Conner & Winters, LLP (included in exhibit 5.2).
23.8	Consent of McDonald Hopkins PLC (included in exhibit 5.3).
23.9	Consent of Ruder Ware L.L.S.C. (included in exhibit 5.4).

Exhibit Number	Description
24.1	Powers of Attorney (included in the signature pages).
*25.1	Statement of Eligibility and Authorization on Form T-1 of Wilmington Trust, National Association, as trustee.
*99.1	Form of Transmittal Letter.

* Filed herewith.

** Submitted electronically with this Report.

EX-3.3

Exhibit 3.3

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MPG HOLDCO I INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF SEPTEMBER, A.D. 2014, AT 5:46 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “MPG HOLDCO I INC.”.

		Jeffrey W. Bullock, Secretary of State
5613080    8100H		AUTHENTICATION:	1768497
141277466		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.

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2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 30th day of September, 2014.

By:
Name:	Eric Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF MPG HOLDCO I INC.]

EX-3.4

Exhibit 3.4

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.

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 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 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.

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.

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 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 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 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.

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’ 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 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, 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 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.

EX-3.5.1

Exhibit 3.5.1

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP GREDE ACQUISITIONCO LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FIFTH DAY OF MARCH, A.D. 2014, AT 6:17 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 11:45 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ASP GREDE ACQUISITIONCO LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5505116    8100H		AUTHENTICATION:	1768335
141277260		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.2

Exhibit 3.5.2

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP GREDE INTERMEDIATE HOLDINGS LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FIFTH DAY OF MARCH, A.D. 2014, AT 6:15 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FOURTH DAY OF AUGUST, A.D. 2014, AT 2:20 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 11:44 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ASP GREDE INTERMEDIATE HOLDINGS LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5505114    8100H		AUTHENTICATION:	1768442
141277397		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.3

Exhibit 3.5.3

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP HHI ACQUISITION CO., INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2012, AT 12:13 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FIFTH DAY OF OCTOBER, A.D. 2012, AT 4:50 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:41 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP HHI ACQUISITION CO., INC.”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5203397    8100H		AUTHENTICATION:	1768446
141277403		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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 HHI 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.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24^th 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.]

2

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-3.5.4

Exhibit 3.5.4

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP HHI HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2012, AT 12:19 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE FOURTH DAY OF OCTOBER, A.D. 2012, AT 12:04 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FOURTH DAY OF AUGUST, A.D. 2014, AT 3:48 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:40 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP HHI HOLDINGS, INC.”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5203406    8100H		AUTHENTICATION:	1768449
141277415		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24^th 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 HHI 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 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 03:40 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-3.5.5

Exhibit 3.5.5

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP HHI INTERMEDIATE HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2012, AT 12:16 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:40 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP HHI INTERMEDIATE HOLDINGS, INC.”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5203400    8100H		AUTHENTICATION:	1768464
141277432		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24^th 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-3.5.6

Exhibit 3.5.6

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP HHI INTERMEDIATE HOLDINGS II, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2012, AT 12:17 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:40 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP HHI INTERMEDIATE HOLDINGS II, INC.”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5203405    8100H		AUTHENTICATION:	1768456
141277422		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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 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 24^th 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-3.5.7

Exhibit 3.5.7

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP MD HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SIXTEENTH DAY OF OCTOBER, A.D. 2012, AT 11:37 O’CLOCK A.M.

RESTATED CERTIFICATE, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 2012, AT 10:32 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE FOURTH DAY OF AUGUST, A.D. 2014, AT 3:47 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:44 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP MD HOLDINGS, INC.”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5218369    8100H		AUTHENTICATION:	1768505
141277483		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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 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.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 16^th 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 17^th 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 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 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-3.5.8

Exhibit 3.5.8

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP MD INTERMEDIATE HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SIXTEENTH DAY OF OCTOBER, A.D. 2012, AT 11:35 O’CLOCK A.M.

CERTIFICATE OF RENEWAL, FILED THE TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 2014, AT 8 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP MD INTERMEDIATE HOLDINGS, INC.”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5218530    8100H		AUTHENTICATION:	1768519
141277514		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 16^th 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 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

EX-3.5.9

Exhibit 3.5.9

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASP MD INTERMEDIATE HOLDINGS II, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SIXTEENTH DAY OF OCTOBER, A.D. 2012, AT 11:26 O’CLOCK A.M.

CERTIFICATE OF RENEWAL, FILED THE TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 2014, AT 8 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “ASP MD INTERMEDIATE HOLDINGS II, INC.”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
5218372    8100H		AUTHENTICATION:	1768511
141277499		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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, 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 16^th 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

EX-3.5.10

Exhibit 3.5.10

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BEARING HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF APRIL, A.D. 2008, AT 1:29 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2014, AT 1:46 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BEARING HOLDINGS, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4538526    8100H		AUTHENTICATION:	1768685
141277841		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:29 PM 04/24/2008

FILED 01:29 PM 04/24/2008

SRV 080467633 – 4538526 FILE

CERTIFICATE OF FORMATION

OF

BEARING HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1. The name of the limited liability company is Bearing 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 01:46 PM 10/03/2014

SRV 141255628 – 4538526 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 BEARING 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-3.5.11

Exhibit 3.5.11

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CITATION LOST FOAM PATTERNS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF JANUARY, A.D. 2009, AT 11:58 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CITATION LOST FOAM PATTERNS, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4642739    8100H		AUTHENTICATION:	1768688
141277852		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:58 AM 01/08/2009

FILED 11:58 AM 01/08/2009

SRV 090015713 – 4642739 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

of

CITATION LOST FOAM PATTERNS, LLC

1. The name limited liability company is Citation Lost Foam Patterns, 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, County of New Castle. 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 of Citation Lost Foam Patterns, LLC this 8^th day of January, 2009.

/s/ Sarah Williams

Sarah Williams, Authorized Person

EX-3.5.12

Exhibit 3.5.12

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CLOYES ACQUISITION COMPANY” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF DECEMBER, A.D. 2002, AT 1:15 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “CLOYES ACQUISITION COMPANY”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
3603421    8100H		AUTHENTICATION:	1768694
141277859		DATE:	10-09-14

You may verify this certificate online

at corp. delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:15 PM 12/17/2002

020775950 – 3603421

CERTIFICATE OF INCORPORATION

OF

CLOYES ACQUISITION COMPANY

FIRST: The name of the Corporation is Cloyes Acquisition Company.

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. 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 are 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 that the Corporation shall have authority to issue is One Thousand Five Hundred (1,500) shares, all of which shall be Common Stock without par value.

FIFTH: The name and mailing address of the sole incorporator are as follows:

Name	Mailing Address
Arthur H. Lundberg	c/o Baker & Hostetler LLP
	3200 National City Center
	1900 E. 9th Street
	Cleveland, Ohio 44114

SIXTH: The Board of Directors is authorized to make, alter or repeal the By-laws of the Corporation.

SEVENTH: Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to be voted at an election of directors.

EIGHTH: 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 of the Corporation, or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-laws so provide.

NINTH: The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.

TENTH: 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 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 Tenth shall not adversely affect any right of protection of a director of the Corporation existing immediately prior to such repeal or modification.

ELEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Eleventh. Any repeal or modification of this Article Eleventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

THE UNDERSIGNED, being the incorporator above named for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument the 11^th day of December, 2002 and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.

/s/ Arthur H. Lundberg

Arthur H. Lundberg, Sole Incorporator

Page 3

EX-3.5.13

Exhibit 3.5.13

UNITED STATES OF AMERICA

STATE OF OHIO

OFFICE OF THE SECRETARY OF STATE

I, Jon Husted, do hereby certify that I am the duly elected, qualified and present acting Secretary of State for the State of Ohio, and as such have custody of the records of Ohio and Foreign business entities; that said records show ARTICLES OF INCORPORATION for CLOYES GEAR WORKS, INC., an Ohio Corporation, Charter No. 206185, filed in this office on January 22, 1948; CERTIFICATE OF AMENDMENT was filed April 28, 1954; CERTIFICATE OF AMENDMENT changing its corporate title to: CLOYES GEAR AND PRODUCTS, INC., was filed on January 17, 1957; CERTIFICATE OF AMENDMENT filed in this office on June 11, 1959; CERTIFICATE OF AMENDMENT filed in this office on December 28, 1964; CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION were filed in this office on September 27, 1977; CERTIFICATE OF MERGER OF NAPA QUALITY AUTO PARTS, INC., an Ohio Corporation, Charter number 364049, having its principal location in Cleveland, County of Cuyahoga, incorporated on August 30, 1967, was filed on December 19, 1986, into CLOYES GEAR AND PRODUCTS, INC., survivor of said MERGER; CERTIFICATE OF MERGER of RUSH METALS COMPANY, a Nevada Corporation, into CLOYES GEAR AND PRODUCTS, INC. the survivor of said MERGER, was filed on December 19, 1986; Certificate of MERGER of CLOVES GEAR COMPANY, an Arkansas Corporation, into CLOYES GEAR AND PRODUCTS, INC., survivor of said MERGER, was filed on December 19, 1986; CERTIFICATE OF AMENDMENT filed in this office on January 09, 1987; Certificate of MERGER of CLOYES- IWIS, a Delaware corporation, into CLOYES GEAR AND PRODUCTS, INC., survivor of said MERGER, was filed on December 27, 1993; CERTIFICATE OF AMENDED ARTICLES OF

1 / 2

INCORPORATION were filed in this office on April 30, 1998; CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION was filed in this office on June 14, 2002; CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION was filed in this office on May 16, 2006.

THE FOREGOING STATEMENT CONSTITUTES A COMPLETE LIST OF ALL CHARTER DOCUMENTS ON FILE WITH THIS OFFICE. Said business entity, CLOYES GEAR AND PRODUCTS, INC., an Ohio Corporation, Charter No. 206185, having its principal location in Mentor, County of Lake, was filed on January 22, 1948, and is currently in GOOD STANDING upon the records of this office.

	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 10th day of October, A.D. 2014.
	Ohio Secretary of State
Validation Number: 201428300806

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Doc ID --> C175_1243

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Doc ID --> C175_1243

	C175 1243
	206185
	ARTICLES OF INCORPORATION OF CLOYES GEARS WORKS, INC.

The undersigned, all of whom are citizens of the United States, desiring to form a corporation for profit under the General Corporation Act of the State or Ohio, do hereby certify:

FIRST: The name of said corporation shall be Cloyes Gear Works, Inc. SECOND: The principal office of said corporation is to be located at Cleveland, Ohio, in Cuyahoga County, Ohio. THIRD: Said corporation is formed for the purpose of manufacturing, purchasing, selling and otherwise dealing in goods, wares, merchandise and personal property of every kind and description, including, but not limited to, parts and gears for automobiles, trucks, tractors, machines and machinery; to purchase or otherwise acquire, own, hold, lease, improve, sell or otherwise dispose of, trade and deal in and with real estate, leasehold estates and other interests in real estate; to buy, sell, own, hold, lease, trade and deal in and with, maintain and operate machinery and equipment, materials and supplies and all other articles necessary, useful or convenient for use in connection with and in carrying on the business of the corporation, or any part thereof, with the right to acquire the good will, rights and property, and to undertake the whole or any part of the assets and liabilities of any person, firm, estate, partnership or corporation, and to pay for the same in cash, stock of this corporation, bonds or otherwise, and to hold or in any manner dispose of the whole or any part of the property so acquired, and to conduct in any lawful manner the whole or any part of the business so acquired, and to exercise all of the powers necessary, convenient or expedient in and about the conduct and management of such business. FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is 250 shares of the par value of $100.00 each.

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C175 1244

VOL 548 PAGE 269

FIFTH: The amount of capital with which the corporation will begin business is Twenty Five Thousand Dollars ($25,000.00).

IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of January, 1948.

Incorporators

STATE OF OHIO	)
	)	SS:
COUNTY OF CUYAHOGA	)

Before me, a Notary Public in and for said County and State, personally appeared the above named Robert W. Wheeler, I. W. Stillinger and Brooks W. Maccracken, each of whom acknowledged the signing of the foregoing Articles of Incorporation to be his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal at Cleveland, Ohio, this 16th day of January, 1948.

Notary Public

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ORIGINAL APPOINTMENT OF AGENT OF

CLOYES GEAR WORKS, INC.

C175 1245

KNOW ALL MEN BY THESE PRESENTS, that Herbert C. Stebbins, Jr., of 17214 Roseland Avenue, N. E., Cleveland 12, Cuyahoga County, Ohio, a natural person and resident of said County, being the County in which the principal office of Cloyes Gear Works, Inc. is located, is hereby appointed the person on whom process, tax notices and demands against Cloyes Gear Works, Inc., may be served.

	CLOYES GEAR WORKS, INC.
	Incorporators.

Cloyes Gear Works, Inc.,

17214 Roseland Avenue, N. E.,

Cleveland 12, Ohio.

Gentlemen:

I hereby accept the appointment as the representative of your Company upon whom process, tax notices or demands may be served.

State of Ohio.	)
	)	SS.
Cuyahoga County	)

Personally appeared before me, the undersigned, a notary publics in and for said County, on this 16th day of January, 1948, the above named Herbert C. Stebbins, Jr., who acknowledged the signing of the foregoing to be his free act and dead for the uses and purposes herein mentioned.

WITNESS my hand and official seal on the day and year last aforesaid.

Notary Public

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Doc ID --> C175_1247

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Doc ID --> C175_1247

    CERTIFICATE OF AMENDMENT   TO THE ARTICLES OF   CLOYES GEAR WORKS, INC.   C175 1247

Herbert C. Stebbins, Jr., President, and Robert W. Wheeler, Secretary of Cloyes Gear Works, Inc., an Ohio corporation with its principal office located at Cleveland, Ohio, do hereby certify that all of the Shareholders who would be entitled to a notice of shareholders’ meeting for the purpose of amending the Articles of Incorporation thereof as contained in the following Resolution and to vote thereon did on the 27th day of April, 1954, by unanimous written consent without meeting adopt the following Resolution to amend the Articles:

RESOLVED that the following Amended Articles of Incorporation of Cloyes Gear Works, Inc. be and the same are hereby adopted to supersede and take the place of the existing Articles of Incorporation and all amendments thereto:

AMENDED ARTICLES OF INCORPORATION

OF

CLOYES GEAR WORKS, INC.

FIRST: The name of said corporation shall be Cloyes Gear Works, Inc.

SECOND: The principal office of said corporation is to be located at Cleveland, Ohio, in Cuyahoga County, Ohio.

THIRD: Said corporation is formed for the purpose of manufacturing, purchasing, selling and otherwise dealing in goods, wares, merchandise and personal property of every kind and description, including, but not limited to, parts and gears for automobiles, trucks, tractors, machines and machinery; to purchase or otherwise acquire, own, hold, lease, improve, sell or otherwise dispose of, trade and deal in and with real estate, leasehold estates and other interests in real estate; to buy, sell, own, held, lease, trade and deal in and with, maintain, and operate machinery and equipment, materials and supplier and all other articles necessary, useful or convenient for use in connection with and in carrying on the business of the corporation, or any part thereof, with the right to acquire the good

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C175 1248

will, rights and property, and to undertake the whole or any part of the assets and liabilities of any person, firm, estate, partnership or corporation, and to pay for the same in cash, stock of this corporation, bonds or otherwise, and to hold or in any manner dispose of the whole or any part of the property so acquired, and to conduct in any lawful manner the whole or any part of the business so acquired, and to exercise all of the powers necessary, convenient or expedient in and about the conduct and management of such business.   FOURTH: Section 1. The maximum number of shares which the corporation is authorised to have outstanding shall be six hundred (600) which shall be classified and bear designations as follows: three hundred (300) shares shall be Class A Common stock of the par value of Twenty Five Dollars ($25.00) per share and three hundred shares shall be Class B Common stock of the par value of Twenty Five Dollars ($25.00) per share.   Section 2. The one hundred shares issued and outstanding at the time of the adoption of these Amended Articles of Incorporation, all of the par value of One Hundred Dollars ($100.00) per share, are hereby reclassified and changed into an aggregate number of one hundred (100) shares of Class A Common stock of the par value of Twenty Five Dollars ($25.00) per share and two hundred (200) shares of Class B Common stock of the par value of Twenty Five Dollars ($25.00) per share, each such outstanding share being hereby reclassified and changed into one (1) share of Class A Common stock and two (2) shares of Class B Common stock.   Section 3. The exclusive voting power of the corporation shall be vested in the holders of Class A Common stock and the holders of Class B Common stock shall have no voting rights other than as required by law.   FIFTH: At the time of filing these Amended Articles of Incorporation, the stated capital of the corporation is Ten Thousand Dollars ($10,000).   SIXTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore existing Articles of Incorporation and all amendments thereto.   IN WITNESS WHEREOF Herbert C. Stebbins, Jr., President, and Robert W. Wheeler Secretary of Cloyes Gear Works, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names and affixed the official seal of the Corporation this 27th day of April, 1954.

	President
	Secretary

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  VOL 762 PAGE 72   CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CLOYES GEAR WORKS, INC.

C175 1250

Raymond T. Lewis, President, and John D. Drinko, Secretary, of Cloyes Gear Works, Inc., an Ohio corporation, with its principal office located at Cleveland, Cuyahoga County, Ohio, do hereby certify that the holders of all the shares of said Corporation entitled to vote on a proposal to amend the Articles of Incorporation thereof, as contained in the following Resolution, by unanimous consent, in writing, on January 9, 1957, pursuant to the authority of $1701.54 of the Ohio Revised Code, duly consented and agreed to the adoption of the following Resolution to amend said Articles of Incorporation:

RESOLVED, that the Articles of Incorporation of Cloyes Gear Works, Inc. be, and they are hereby, amended by striking out in its entirety Article FIRST thereof and inserting, in lieu thereof, a new Article FIRST, reading as follows:

FIRST: The name of said Corporation shall be CLOYES GEAR AND PRODUCTS, INC.

IN WITNESS WHEREOF, said Raymond T. Lewis, President, and John D. Drinko, Secretary, of Cloyes Gear Works, Inc., acting for and on behalf of said Corporation have hereunto subscribed their names and affixed the seal of said Corporation this 15 day of January, 1957.

	CLOYES GEAR WORKS, INC.
	By
		Raymond T. Lewis, President
	By
		John D. Drinko, Secretary

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Doc ID --> B105_0312

B105 311

RECEIPT AND CERTIFICATE             No. 12585

CLOYES GEAR AND PRODUCTS, INC.

NAME

206185

NUMBER

DOMESTIC CORPORATIONS

ARTICLES OF INCORPORATION

AMENDMENT

MERGER CONSOLIDATION

DISSOLUTION

AGENT

RE-INSTATEMENT

CERTIFICATE OF CONTINUED EXISTENCE

MISCELLANEOUS

FOREIGN CORPORATIONS

LICENSE

AMENDMENT

SURRENDER OF LICENSE

APPOINTMENT OF AGENT

CHANGE OF PRINCIPAL OFFICE

RE-INSTATEMENT

FORM 7

PENALTY

MISCELLANEOUS FILINGS

ANNEXATION/INCORPORATION—CITY OR VILLAGE

RESERVATION OF CORPORATE NAMES

REGISTRATION OF NAME

REGISTRATION OF NAME RENEWALS

REGISTRATION OF NAME—CHANGE OF REGISTRANTS ADDRESS

TRADE MARK

TRADE MARK RENEWAL

SERVICE MARK

SERVICE MARK RENEWAL

MARK OF OWNERSHIP

MARK OF OWNERSHIP RENEWAL

EQUIPMENT CONTRACT CHATTEL MORTGAGE

POWER OF ATTORNEY

SERVICE OF PROCESS

MISCELLANEOUS

ASSIGNMENT—TRADE MARK, MARK OF OWNERSHIP, SERVICE MARK

I certify that the attached document was received and filed in the office of TED W. BROWN, Secretary of State, at Columbus, Ohio, on the 11th day of June A.D. 19[ILLEGIBLE], and recorded on Roll B105 at Frame 311 of the RECORDS of INCOPORATION and MISCELLANEOUS FILINGS.

TED W. BROWN

Secretary of State

Filed by and Returned To. [ILLEGIBLE]

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B105 312   CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CLOYES GEAR AND PRODUCTS, INC.

HARRY D. MYERS, President, and JOHN D. DRINKO, Secretary, of CLOYES GEAR AND PRODUCTS, INC., an Ohio Corporation, do hereby certify that the holders of all the issued and outstanding shares of said Corporation entitled to vote on a proposal to amend the Articles of Incorporation thereof, as contained in the following resolution, on the 1st day of June, 1959, duly consented to the adoption of the following resolution to amend said Articles of Incorporation, pursuant to the authority of Section 1701.54 of the Ohio Revised Code:

RESOLVED, that Article FOURTH of the Articles of Incorporation, as amended, be, and it is hereby, amended to henceforth be and read as follows:

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have outstanding is Two Thousand Six Hundred (2,600), of which Two Thousand (2,000) shall be Preferred Shares of the par value of One Hundred Dollars ($100) per share, Three Hundred (300) shall be Class A Common Shares of the par value of Twenty Five Dollars ($25) per share and Three Hundred (300) shall be Class B Common Shares of the par value of Twenty Five-Dollars ($25) per share.

Section 2. The express terms and provisions of the shares of each class are as follows:

Preferred Shares.

(a) Dividends. Holders of Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors of the Corporation, cumulative dividends at the rate of, but not to exceed, Five Dollars ($5.00) a share per annum, payable quarterly on the 1st day of January, April, July and October in each year, in preference to dividends on the Common Shares. Dividends on the Preferred Shares shall be

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B015 313

cumulative from and after July 1, 1959, or from and after the first payment date subsequent to issuance, if issued subsequent to July 1, 1959.

(b) Dissolution and Liquidation. Preferred Shares shall be preferred as to assets as well as dividends. Upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Preferred Shares shall be entitled to receive and be paid for each share thereof, out of the assets of the Corporation (whether capital or surplus); One Hundred Dollars ($100) plus an amount equal to the accrued and unpaid dividends thereon to the date of payment. The consolidation or merger of the Corporation at any time, or from time to time, or a sale of all or substantially all of the assets of the Corporation shall not be construed as a dissolution, liquidation or winding up of the Corporation within the meaning hereof.

After payment of the full preferential amounts aforesaid, holders of Preferred Shares shall not be entitled to any further participation in any distribution of assets or funds of the Corporation, and the remaining assets and funds of the Corporation shall be divided and distributed among the holders of the Common Shares then outstanding according to their respective interests.

(c) Redemption. The Corporation, at its option to be exercised by the Board of Directors, may redeem the whole or any part of the Preferred Shares at any time, or from time to time, by the payment in cash of One Hundred Dollars ($100) a share, plus an amount equal to dividends accrued and unpaid thereon to the date of redemption, and plus a premium of Three Dollars ($3.00) a share if redeemed on or before July 1, 1964, and a premium of Five Dollars ($5.00) a share if redeemed thereafter.

If at any time less than all the outstanding Preferred Shares are to be called for redemption, the shares to be redeemed shall be selected by lot; or pro-rata, or by such other equitable method as the Board of Directors, in its discretion, may determine. Notice of every such redemption, stating the redemption date, the redemption price, and the place of payment thereof, shall be given by mailing a copy of each notice at least thirty (30) days prior to the date fixed for redemption to the holders of record of the Preferred Shares to be redeemed at their respective addresses as the name appear on the books of the Corporation.

[ILLEGIBLE]

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B105 314

After such notice of redemption shall have been duly given, the Corporation shall pay the redemption price herein before set forth for each share called for redemption, or in lieu of such payments shall deposit the redemption price in cash on or prior to the redemption date with such bank or trust company in the City of Cleveland, Ohio, as may be designated by the Board of Directors of the Corporation , in trust, for payment on the redemption date to the holders of Preferred Shares to be redeemed.

On and after the date fixed in such notice as the date of redemption of the Preferred Shares (unless default shall be made by the Corporation in the payment and/or deposit of the redemption price pursuant to such notice and the provisions hereof) all dividends on the Preferred Shares so called for redemption shall cease to accrue and on such date, or on the deposit in trust as aforesaid of all funds sufficient for such redemption, the rights of the holders of Preferred Shares as shareholders of the Corporation shall cease and terminate, except the right to receive the redemption price, and no more, from the Corporation or from a depositary as above described, Upon surrender of their certificates properly endorsed.

(d) Purchase. The Corporation shall have the right at any time or from time to time to acquire Preferred Shares by purchase at a price not in excess of the redemption price hereinbefore set forth which would be applicable at the date of such purchase and to hold and/or dispose of such Preferred Shares.

(e) Voting. The holders of Preferred Shares shall have no voting rights or powers or be entitled to notice of meetings of shareholders except as may otherwise be provided by statute; provided, however, that if the Corporation shall have made default in the payment of eight (8) quarterly cumulative dividends then, during the continuance of such default, but no longer, the holders of the Preferred Shares shall be entitled to notice of all shareholders’ meetings and shall have the right to cast one vote for each Preferred Share held.

(f) The holders of the Preferred Shares shall have no pre-emptive rights to acquire additional shares of any class of the Corporation.

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B105 315

Common Shares

Except as hereinbefore provided with respect to the Preferred Shares, the exclusive voting power of the Corporation shall be vested in the holders of Class A Common Shares and holders of Class A Common Shares shall have the right to cast one vote for each Common Share held. Holders of Class B Common Shares shall have no voting rights other than as required by law.

IN WITNESS WHEREOF, said Harry D. Myers, President, and John D. Drinko, Secretary, of Cloyes Gear and Products, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names this 10th day of June, 1959.

Harry D. Myers, President

John D. Drinko, Secretary

[ILLEGIBLE]

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B387 862

RECEIPT AND CERTIFICATE    No. 15227

CLOYES GEAR AND PRODUCTS, INC.

NAME

206185

NUMBER

DOMESTIC CORPORATIONS	MISCELLANEOUS FILINGS
ARTICLES OF INCORPORATION	ANNEXATIONS/INCORPORATION—CITY
AMENDMENT	OR VILLAGE
MERGER/CONSOLIDATION	RESERVATION OF CORPORATE NAMES
DISSOLUTION	REGISTRATION OF NAME
AGENT	REGISTRATION OF NAME RENEWALS
RE-INSTATEMENT	REGISTRATION OF NAME—CHANGE
CERTIFICATES OF CONTINUED	OF REGISTRANTS ADDRESS
EXISTENCE	TRADE MARK
MISCELLANEOUS	TRADE MARK RENEWAL
	SERVICE MARK
FOREIGN CORPORATIONS	SERVICE MARK RENEWAL
	MARK OF OWNERSHIP
LICENSE	MARK OF OWNERSHIP RENEWAL
AMENDMENT	EQUIPMENT CONTRACT/CHATTEL
SURRENDER OF LICENSE	MORTGAGE
APPOINTMENT OF AGENT	POWER OF ATTORNEY
CHANGE OF ADDRESS OF AGENT	SERVICE OF PROCESS
CHANGE OF PRINCIPAL OFFICE	MISCELLANEOUS
RE-INSTATEMENT	ASSIGNMENT—TRADE MARK, MARK
FORM 7	OF OWNERSHIP, SERVICE MARK,
PENALTY	REGISTRATION OF NAME

I certify that the attached document was received and filed in the office of TED W. BROWN, Secretary of State, at Columbus, Ohio, on the 28th day of Dec. A. D. 1964, and recorded on Roll B387 at Frame 862 of the RECORDS OF INCORPORATION and MISCELLANEOUS FILINGS.

TED W. BROWN

Secretary of State

Filed by and Returned To:	Baker, Hostetler & Patterson
	Union Commerce Bldg.
	Cleveland, Ohio
	FEE RECEIVED:		$385.00
	NAME:	CLOYES GEAR AND PRODUCTS, INC.

[ILLEGIBLE]

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B387 863
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CLOYES GEAR AND PRODUCTS, INC.

HARRY D. MYERS, President, and JOHN D. DRINKO, Secretary, of CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation, do hereby certify that the holders of all the issued and outstanding shares of said Corporation entitled to vote on a proposal to amend the Articles of Incorporation thereof, as contained in the following resolution, on the 24th day of December, 1964, duly consented to the adoption of the following resolution to amend said Articles of Incorporation, in a writing signed pursuant to the authority of Section 1701.54 of the Ohio Revised Code:

RESOLVED, that Article FOURTH of the Articles of Incorporation, as amended, be, and it is hereby, amend to henceforth be and read as follows:

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have outstanding is Nine Thousand Eight Hundred (9,800), of which Two Thousand (2,000) shall be preferred shares of the par value of One Hundred Dollars ($100) per share; Three Hundred (300) shall be Class A Common Shares of the par value of Twenty-five Dollars ($25) per share and Seven Thousand Five Hundred (7,500) shall be Class B Common Shares of the par value of Twenty-five Dollars ($25) per share.

Section 2. The express terms and provisions of the shares of each class are as follows:

Preferred Shares.

(a) Dividends. Holders of Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors of the Corporation, cumulative dividends at the rate of, but not to exceed, Five Dollars ($5.00) a share per annum, payable quarterly on the 1st day of January, April, July and October

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B387 864

in each year, in preference to dividends on the Common Shares. Dividends on the Preferred Shares shall be cumulative from and after July 1, 1959, or from and after the first payment date subsequent to issuance, if issued subsequent to July 1, 1959.

(b) Dissolution and Liquidation. Preferred Shares shall be preferred as to assets as well as dividends. Upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Preferred Shares shall be entitled to receive and be paid for each share thereof, out of the assets of the Corporation (whether capital or surplus), One Hundred Dollars ($100) plus an amount equal to the accrued and unpaid dividends thereon to the date of payment. The consolidation or merger of the Corporation at any time, or from time to time, or a sale of all or substantially all of the assets of the Corporation shall not be construed as a dissolution, liquidation or winding up of the Corporation within the meaning hereof.

After payment of the full preferential amounts aforesaid, holders of Preferred Shares shall not be entitled to any further participation in any distribution of assets or funds of the Corporation, and the remaining assets and funds of the Corporation shall be divided and distributed among the holders of the Common Shares then outstanding according to their respective interests.

(c) Redemption. The Corporation, at its option to be exercised by the Board of Directors, may redeem the whole or any part of the Preferred Shares at any time, or from time to time, by the payment in cash of One Hundred Dollars ($100) a share, plus an amount equal to dividends accrued and unpaid thereon to the date of redemption, and plus a premium of Three Dollars ($3.00) a share if redeemed on or before July 1, 1964, and a premium of Five Dollars ($5.00) a share if redeemed thereafter.

If at any time less than all the outstanding Preferred Shares are to be called for redemption, the shares to be redeemed shall be selected by lot, or pro-rata, or by such other equitable method as the Board of Directors, in its discretion, may determine. Notice of every such redemption, stating the redemption date, the redemption price, and the place of payment thereof, shall be given by mailing a copy of such notice at least thirty (30) days prior to the date fixed for

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B387 865

redemption to the holders of record of the Preferred Shares to be redeemed, at their respective addresses as the same appear on the books of the Corporation. After such notice of redemption shall have been duly given, the Corporation shall pay the redemption price hereinbefore set forth for each share called for redemption, or in lieu of such payments shall deposit the redemption price in cash on or prior to the redemption date with such bank or trust company in the City of Cleveland, Ohio, as may be designated by the Board of Directors of the Corporation, in trust, for payment on the redemption date to the holders of Preferred Shares so to be redeemed.

On and after the date fixed in such notice as the date of redemption of the Preferred Shares (unless default shall be made by the Corporation in the payment and/or deposit of the redemption price pursuant to such notice and the provisions hereof) all dividends on the Preferred Shares so called for redemption shall cease to accrue and on such date, or on the deposit in trust as aforesaid of all funds sufficient for such redemption, the rights of the holders of Preferred Shares as shareholders of the Corporation shall cease and terminate, except the right to receive the redemption price, and no more, from the Corporation or from a depositary as above described, upon surrender of their certificates properly endorsed.

(d) Purchase. The Corporation shall have the right at any time or from time to time to acquire Preferred Shares by purchase at a price not in excess of the redemption price hereinbefore set forth which would be applicable at the date of such purchase and to hold and/or dispose of such Preferred Shares.

(e) Voting. The holders of Preferred Share shall have no voting rights or powers or be entitled to notice of meetings of shareholders except as may otherwise be provided by statute; provided, however, that if the Corporation shall have made default in the payment of eight (8) quarterly cumulative dividends then, during the continuance of such default, but no longer, the holders of the Preferred Shares shall be entitled to notice of all shareholders’ meetings and shall have the right to cast one vote for each Preferred Share held.

(f) The holders of the Preferred Shares shall have no pre-emptive rights to acquire additional shares of any class of the Corporation.

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B387 866

Common Shares

Except as hereinbefore provided with respect to the Preferred Shares, the exclusive voting power of the Corporation shall be vested in the holders of Class A Common Shares and holders of Class A Common Shares shall have the right to cast one vote for each Common Share held. Holders of Class B Common Shares shall have no voting rights other than as required by law.

IN WITNESS WHEREOF, said Harry D. Myers, President, and John D. Drinko, Secretary, of Cloyes Gear and Products, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names this 26th day of December, 1964.

Harry D. Myers, President

John D. Drinko, Secretary

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Page 1

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E0322-1306
DEPARTMENT OF STATE
TED W. BROWN
Secretary of State
Certificate
206185
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings; that said records show the filing and recording of: AMA AGS CHL OF CLOYES GEAR AND PRODUCTS, INC.
United State of America
STATE OF OHIO
Office of the Secretary of State
Recorded on Roll E322 at Frame 1307 of the Records of Incorporation and Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 27TH day of SEPTEMBER, A.D. 1977
TED W. BROWN
Secretary of State
Page 2

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ILLEGIBLE

CERTIFICATE

OF

AMENDED ARTICLES OF

INCORPORATION

OF

CLOYES GEAR AND PRODUCTS, INC.

Malcola R. Myers, President and J. Richard Hamilton, Secretary of Cloyes Gear & Products, Inc., a corporation having its principal office located at Willoughby, Cuyahoga County, Ohio, do hereby certify that a meeting of the holders of the shares of said Corporation entitling them to vote on the proposal to adopt the Amended Articles of Incorporation referred to in the following resolution was duly called and held on the 5th day of August, 1977, that at such meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitled to exercise more than two-thirds (2/3) of the voting power of the Corporation on such proposal the following resolution was adopted:

“RESOLVED, that he Amended Articles of Incorporation presented to this meeting and attached hereto as Exhibit A be, and they hereby are, adopted by this Corporation as its Amended Articles of Incorporation;….”

Page 3

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[ILLEGIBLE]

The undersigned [ILLEGIBLE] that the Amended Articles of Incorporation attached to [ILLEGIBLE] Certificate [ILLEGIBLE] Exhibit [ILLEGIBLE] and by this reference [ILLEGIBLE] hereof are the Amended Articles of Incorporation adopted by the Corporation as aforesaid.

IN WITNESS WHEREOF, said Malcolm R. Myers, President and J. Richard Hamilton, Secretary of Cloyes Gear & Products, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names this [ILLEGIBLE] day of August, 1977.

Malcolm R. Myers, President

J. Richard Hamilton, Secretary

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E0322-1309

[ILLEGIBLE]

AMENDED ARTICLES OF INCORPORATION

OF

CLOYES GEAR AND PRODUCTS, INC.

FIRST: The name of the Corporation in Cloyes Gear and Products, Inc.

SECOND: The place in the State of Ohio where the principal office of the Corporation is located in the City of Willoughby, Lake County.

THIRD: The purpose of the Corporation in to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have outstanding is Nine Thousand Eight Hundred (9,800), of which Two Thousand (2,000) shall be preferred shares of the par value of One Hundred Dollars ($100) per share, Three Hundred (300) shall be Class A Common Shares of the par value of Twenty-five Dollars ($25) per share and Seven Thousand Five Hundred (7,500) shall be Class B Common Shares of the par value of Twenty-five Dollars ($25) per share.

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E0322-1310

Section 2. The express terms and provisions of the shares of each class are as follows:

Preferred Shares.

(a) Dividends. Holders of Preferred Shares shall be entitled to receive, when and as declared by the Board of Directors of the Corporation, cumulative dividends at such annual rate as shall be fixed by the Board of Directors upon issuance of the shares, payable quarterly on the 1st day of January, April, July and October in each year, in preference to dividends on the Common Shares. Dividends on the Preferred Shares shall be cumulative from and after the first payment date subsequent to issuance.

(b) Dissolutions and Liquidation. Preferred Shares shall be preferred as to assets as well as dividends. Upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Preferred Shares shall be entitled to receive and be paid for each share thereof, out of the assets of the Corporation (whether capital of surplus), One Hundred Dollars ($100) plus an amount equal to the accrued and unpaid dividends thereon to the date of payment. The consolidation or merger of the Corporation at any time, or from time to time, or a sale of all or substantially all of the assets of the Corporation shall not be construed as a dissolution, liquidation or winding up of the Corporation within the meaning hereof.

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E0322-1311

After payment of the full preferential amounts aforesaid, holders of Preferred Shares shall not be entitled to any further participation in any distribution of assets or funds of the Corporation, and the remaining assets and funds of the Corporation shall be divided and distributed among the holders of the Common Shares then outstanding according to their respective interests.

(c) Redemption. The Corporation, at its option to be exercised by the Board of Directors, may redeem the whole or any part of the Preferred Shares at any time, or from time to time, by the payment in cash of One Hundred Dollars ($100) a share, plus an amount equal to dividends accrued and unpaid thereon to the date of redemption, and plus a premium of Five Dollars ($5.00) a share.

If at any time less than all the outstanding Preferred Shares are to be called for redemption, the shares to be redeemed shall be selected by lot, or pro-rata, or by such other equitable method as the Board of Directors, in its discretion, may determine. Notice of every such redemption, stating the redemption date, the redemption price, and the place of payment thereof, shall be given by mailing a copy of such notice at least thirty (30) days prior to the

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E0322-1312

date fixed for redemption to the holders of record of the Preferred Shares to be redeemed, at their respective addresses as the same appear on the books of the Corporation. After such notice of redemption shall have been duly given, the Corporation shall pay the redemption price hereinbefore set forth for each share called for redemption, or in lieu of such payments shall deposit the redemption price in cash on or prior to the redemption date with such bank or trust company in the City of Cleveland, Ohio, as may be designated by the Board of Directors of the Corporation, in trust, for payment on the redemption date to the holders of Preferred Shares so to be redeemed.

On and after the date fixed in such notice as the date of redemption of the Preferred Shares (unless default shall be made by the Corporation in the payment and/or deposit of the redemption price pursuant to such notice and the provisions hereof) all dividends on the Preferred Shares so called for redemption shall cease to accrue and on such date, or on the deposit in trust as aforesaid of all funds sufficient for such redemption, the rights of the holders of Preferred Shares as shareholders of the Corporation shall cease and terminate, except the right to receive the redemption price, and no more, from the Corporation or from a depositary as above described, upon surrender of their certificates properly endorsed.

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E0322-1313

(d) Purchase. The Corporation shall have the right at any time or from time to time to acquire Preferred Shares by purchase at a price not in excess of the redemption price hereinbefore set forth which would be applicable at the date of such purchase and to hold and/or dispose of such Preferred Shares.

(e) Voting. The holders of Preferred Share shall have no voting rights or powers or be entitled to notice of meetings of shareholders except as may otherwise be provided by statute; provided, however, that if the Corporation shall have made default in the payment of eight (8) quarterly cumulative dividends then, during the continuance of such default, but no longer, the holders of the Preferred Shares shall be entitled to notice of all shareholders’ meetings and shall have the right to cast one vote for each Preferred Share held.

(f) The holders of the Preferred Shares shall have no pre-emptive rights to acquire additional shares of any class of the Corporation.

Common Shares

Except as hereinbefore provided with respect to the Preferred Shares, the exclusive voting power of the Corporation shall be vested in the holders of Class A Common Shares and holders of Class A Common Shares shall have the

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E0322-1314

right to cast one vote for each Common Share held. Holders of Class B Common Shares shall have no voting rights other than as required by law.

FIFTH: No holder of shares of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from tim to time may determine.

SIXTH: To the extent permitted by law, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such considerations and upon such terms and conditions as its Board of Directors may determine.

SEVENTH: These Amended Articles of Incorporation take the place and supersede the existing Articles of Incorporation as heretofore amended.

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[ILLEGIBLE]

Subsequent Appointment of Agent Sections 1701.01 [ILLEGIBLE] Revised Code

KNOW ALL MEN BY THESE PRESENTS, [ILLEGIBLE]                                                                                                          

(Name of Agent)

of 7610 Eagle Hills Road, R.D. 3, Waite Hill                                                                                                                                           

[ILLEGIBLE]

in Willoughby 44094, Lake County, Ohio, a natural person residing in [ILLEGIBLE]

(City or Village)

county, [ILLEGIBLE]

the county in which the principal office of Cloyes Gear and Products, Inc.                                                                                          

(Name of Corporation)

is located, is hereby appointed as the agent on whom ([ILLEGIBLE]) process, tax notices and demands against

said Cloyes Gear and Products, Inc.                                                                                                                                                         

(Name of Corporation)

may be served, to succeed A.G.C. Co.                                                                                                                                                      

(Name of Former Agent)

heretofore appointed as agent, which appointment is hereby made pursuant to a resolution of the board of directors (trustees) passed on the 5th day of August, 1977.

All previous appointments are hereby revoked.

	Cloyes Gear and Products, Inc.
	(Name of Corporation)
By
	([ILLEGIBLE] Secretary)
	Cleveland, Cuyahoga County	, Ohio
	September 23,	, 1977

Cloyes Gear and Products, Inc.

(Name of Corporation)

Gentlement: I [ILLEGIBLE](XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX) hereby accept(X) appointment as the agent of your corporation upon whom (which) process, tax notices or demands may be served.

	(Signature of Agent or Name of Corporation)
By
	(Signature of Officer Signing and Title)

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BAKER, HOSTETLER & PATTERSON UNION COMMERCE BUILDING CLEVELAND, OHIO 44115 [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] E0322-1316

September 26, 1977

Secretary of State
State of Ohio
Corporation Division
30 East Broad Street
Columbus, Ohio 43216

RE: Cloyes Gear and Products, Inc.

Gentlemen:

I enclose for filing on behalf of Cloyes Gear and Products, Inc., a Subsequent Appointment of Agent form and a Certificate of Amended Articles of Incorporation, together with a check in the amount of $26.00 to cover the statutory fee.

Please return the enclosed documents directly to me after they are filed.

Yours sincerely,

Pamela Gibbs

Legal Assistant

787:14J

Enclosures

3996-FF-3

[ILLEGIBLE]

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Page 1

G0069-0004
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings; that said records show the filing and recording of: HER of:
CLOYES GEAR AND PRODUCTS, INC.
United States of America State of Ohio
Office of Secretary of State
Recorded on Roll G069 at Frame 0605 of the Records of Incorporation and Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 19TH day of DEC A.D. 19
Sherrod Brown
Secretary of State
THE SEAL OF THE SECRETARY OF STATE OF OHIO

Doc ID --> G069_0603

CERTIFICATE AS TO THE MANNER

OF ADOPTION OF AGREEMENT AND PLAN OF MERGER

OF

CLOYES GEAR AND PRODUCTS, INC,

AND

NAPA QUALITY AUTO PARTS, INC.

Malcolm R. Myers, President, and J. Richard Hamilton, Secretary, of Cloyes Gear and Products, Inc., an Ohio corporation with its principal office located at 4520 Beidler Road, Willoughby, Ohio, and Malcolm R. Myers, President, and J. Richard Hamilton, Secretary, of NAPA Quality Auto Parts, Inc., an Ohio corporation with its principal office located in Cleveland, Ohio, do hereby certify that the signed counterpart of the Agreement and Plan of Merger attached hereto was approved and adopted by their respective Boards of Directors of Cloyes Gear and Products, Inc. and NAPA Quality Auto Parts, Inc. at [ILLEGIBLE] of all the directors of each of said corporations [ILLEGIBLE] called and held on the 10th day of December, 1986, and at which a quorum for the transaction of business was present throughout each meeting, and that said Agreement and Plan of Merger was not adopted nor required to be adopted by the shareholders of either of said corporations in accordance with Ohio Revised Code Section 1701180.

The Agreement and Plan of Merger does not conflict with the articles or regulations of either corporation, and it does not change the articles or regulations of Cloyes Gear and Products, Inc. nor authorise any action which apart from the merger would require adoption by the shareholders or by the holders of a particular class of shares of Cloyes Gear and Products, Inc. The merger does not involve issuance or transfer by the said surviving corporation to the shareholders of NAPA Quality Auto Parts, Inc. of such number of shares of the surviving corporation which will entitle the holders thereof after the consummation of the merger to exercise one-sixth or more of the voting power of the Cloyes Gear and Products, Inc. in the election of the directors. There is no change in the directors of Cloyes Gear and Products, Inc. that would require action by the shareholders or by the holders of a particular class of said surviving corporation. Cloyes Gear and Products, Inc. owns one hundred per-cent of the outstanding shares of NAPA Quality Auto Parts, Inc. The Agreement and Plan of Merger thereby was adopted by the action of the board of directors of Cloyes Gear and Products, Inc., and is the duly adopted agreement and act of the said corporation.

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IN WITNESS WHEREOF_, said Malcolm R. Myers and J. Richard Hamilton, President and Secretary, respectively, of Cloyes Gear and Products, Inc. and Malcolm R. Myers and J. Richard Hamilton, President and Secretary, respectively of NAPA Quality Auto Parts, Inc., have hereunto subscribed their names on the 17^th day of December, 1986.

Malcolm R. Myers, President

Cloyes Gear and Products, Inc.

J. Richard Hamilton, Secretary

Cloyes Gear and Products, Inc.

Malcolm R. Myers, President

NAPA Quality Auto Parts, Inc.

J. Richard Hamilton, Secretary

NAPA Quality Auto Parts, Inc.

GKKl (O)

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AGREEMENT AND PLAN OF MERGER

OF

CLOYES GEAR AND PRODUCTS, INC.

AND

NAPA QUALITY AUTO PARTS, INC.

THIS AGREEMENT is made this 17^th day of December, 1986, by and between CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (“Cloyes Ohio”), and NAPA QUALITY AUTO PARTS, INC., an Ohio corporation (“NAPA”), said corporations being sometimes collectively referred to herein as the “constituent corporations.”

PREMISES:

WHEREAS, Cloyes Ohio was incorporated under the laws of the state of Ohio by Articles of Incorporation filed in the office of the Secretary of State of Ohio on the 22nd day of January, 1948, and recorded in Volume 548, Page 268 of the Records of Incorporation and Miscellaneous Filings in said office; and

WHEREAS NAPA was incorporated under the laws of the State of Ohio, its Articles of Incorporation having been filed in the Office of the Secretary of State of Arkansas on the 30th day of August, 1967; and recorded on Roll B519, Frame 510 of the Records of Incorporation and Miscellaneous [Illegible]

Page 5

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WHEREAS, NAPA is authorised to issue 500 Common Shares, without par value, all of which are issued and outstanding at the date hereof and owned by Cloyes Ohio;

NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the constituent corporations, having complied with all the conditions of Ohio Revised Code Section 1701.80 and no approval by the shareholders of Cloyes Ohio or NAPA being required, have agreed and do hereby agree that NAPA shall be and it is hereby merged with and into Cloyes Ohio (hereinafter sometimes called the “Surviving Corporation”), pursuant to and upon the authority of Ohio Revised Code Section 1701.80, and that the terms of the merger the mode of carrying them into effect and the manner and basis of making distributions to the shareholders of the constituent corporations are and shall be as follows:

1. The Amended Articles of incorporation and the Code of Regulations of Cloyes Ohio as in effect immediately prior to the merger shall continue to be the Amended Articles of Incorporation and the Code of Regulations, respectively, of the Surviving Corporation.

2. Each outstanding share of Class A Common Stock, $25 par value, and each outstanding share of Class B common stock, $25 par value, of Cloyes Ohio shall continue

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as one outstanding share of Class A Common Stock, $25 par value, and one outstanding share of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation and the certificates representing such shares of Cloyes Ohio prior to the effective date hereof shall continue without change as the certificates representing an equal number of shares of Class A Common Stock, $25 par value, and an equal number of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation.

3. Each outstanding Common Share, without par value, of NAPA shall be and is hereby canceled, and the rights of the holder thereof extinguished.

4. The said merger shall be and become effective as provided in Ohio Revised Code Section 1701.81 upon the filing of the Certificate As To The Manner Of Adoption Of Agreement and Plan of Merger and this Agreement and Plan of Merger in the Office of the Secretary of State of Ohio.

5. This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, but such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the constituent corporations have caused this Agreement and Plan of Merger to be signed

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in their respective corporate names by their respective officers, thereunto duly authorised, on the date first above written.

CLOYES GEAR AND PRODUCTS, INC.
By
	Malcolm R. Myers, President
By
	J. Richard Hamilton, Secretary
NAPA QUALITY AUTO PARTS, INC.
By
	Malcolm R. Myers, President
By
	J. Richard Hamilton, Secretary

GKK2/H

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Page 8

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[ILLEGIBLE]

Page 9

Doc ID --> G069_0615

Page 1

Doc ID -- > G069_0615
G069 0616
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of incorporation and Miscellaneous Filings: that said
records show the filing and recording of: MER
of:
CLOYES GEAR AND PRODUCTS, INC.
United States of America
State of Ohio
Office of the Secretary of State
THE SEAL OF THE SECRETARY OF STATE OF OHIO
Recorded on Roll G069 at Frame 0617 of the Records of Incorporation and Miscellaneous Filings.
Witness my hand and the seal of this Secretary of State, at the City of Columbus, Ohio, this 19th day of DEC,
A.D. 1986.
Sherrod Brown
Secretary of State
Page 2

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CERTIFICATE AS TO THE MANNER

OF ADOPTION OF AGREEMENT AND PLAN OF MERGER

OF

CLOYES GEAR AND PRODUCTS, INC.

AND

RUSH METALS COMPANY

Malcolm R. Myers, President, and J. Richard Hamilton, Secretary, of Cloyes Gear and Products, Inc., an Ohio corporation with its principal office located at 4520 Beidler Road, Willoughby, Ohio, and Malcolm R. Myers, Executive Vice President, and J. Richard Hamilton, Secretary, of Rush Metals Company, an Oklahoma corporation with its principal office located at P.O. Box 218, Billings, Oklahoma, do hereby certify that the signed counterpart of the Agreement and Plan of Merger attached hereto was approved and adopted by their respective Boards of Directors of Cloyes Gear and Products, Inc. and Rush Metals Company at meetings of all of the directors of each of said corporation duly called and held on the 10th day of December, [ILLEGIBLE], and at which a quorum for the transaction of business was present throughout each meeting; and that said agreement and Plan of Merger was not adopted nor required to be adopted by the shareholders of either of said corporations in accordance with Ohio Revised Code Section 1701.80 and the Oklahoma Business Corporation Act Section 1083.

The Agreement and Plan of Merger does not conflict with the articles or regulations of either corporation, and it does not change the articles or regulations of Cloyes Gear and Products, Inc. nor authorize any action which apart from the merger would require adoption by the shareholders or by the holders of a particular class of shares of Cloyes Gear and Products, Inc. The merger does not involve issuance or transfer by the said surviving corporation to the shareholders or Rush Metals Company of such number of shares of the surviving corporation which will entitle the holders thereof after the consummation of the merger to exercise one-sixth or more of the voting power of the Cloyes Gear and Products, Inc. in the election of the directors. There is no change in the directors of Cloyes Gear and Products, Inc. that would require action by the shareholders or by the holders of a particular class of said surviving corporation, Cloyes Gear and Products, Inc. owns one hundred per-cent of the outstanding shares of Rush Metals Company. The Agreement and Plan of Merger thereby was adopted by the action of the board of directors of Cloyes Gear and Products, Inc., and is the duly adopted agreement and act of the said corporation.

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IN WITNESS WHEREOF, said Malcolm R. Myers and J. Richard Hamilton, President and Secretary, respectively, of Cloyes Gear and Products, Inc. and Malcolm R. Myers and J. Richard Hamilton, Executive Vice President and Secretary, respectively, of Rush Metals Company, have hereunto subscribed their names on the 17th day of December, 1986.

Malcolm R. Myers, President

Cloyes Gear and Products, Inc.

J. Richard Hamilton, Secretary

Cloyes Gear and Products, Inc.

Malcolm R. Myers, Executive Vice President

Rush Metals Products

J. Richard Hamilton, Secretary

Rush Metals Company

GKK1 (N)

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Page 4

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AGREEMENT AND PLAN OF MERGER

OF

CLOYES GEAR AND PRODUCTS, INC.

AND

RUSH METALS COMPANY

THIS AGREEMENT is made this 17th day of December, 1986, by and between CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (“Cloyes Ohio”), and RUSH METALS COMPANY, an Oklahoma corporation (“Cloyes Oklahoma”) said corporations being sometimes collectively referred to herein at the “constituent corporations.”

PREMISES:

WHEREAS, Cloyes Ohio was incorporated under the laws of the State of Ohio by Articles of Incorporation filed in the office of the Secretary of State of Ohio on the 22nd day of January, 1948, and recorded in Volume 548, Page 268 of the Records of Incorporation and Miscellaneous Filings in said office; and

WHEREAS Cloyes Oklahoma was incorporated under the laws of the State of Oklahoma, its Articles of Incorporation having been filed in the Office of the Secretary of State of Oklahoma on the 11th day of August, 1980; and

WHEREAS, Cloyes Oklahoma is authorized to issue [ILLEGIBLE] Common Shares, without par value, 100 of which are issued and outstanding at the date hereof and owned by Cloyes Ohio;

Page 5

Doc ID --> G069_0615

                    

NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the constituent corporations, having complied with all the conditions of Ohio Revised Code Section 1701.90 and the Oklahoma Business Corporation Act Section 1003 and no approval by the shareholders of Cloyes Ohio or Cloyes Oklahoma being required, have agreed and do hereby agree that Cloyes Oklahoma shall be and it is hereby merged with and into Cloyes Ohio (hereinafter sometimes called the “Surviving Corporation”), pursuant to and upon the authority of Ohio Revised Code Section 1701.60 and the Oklahoma Business Corporation Act Section 1983, and that the terms of the merger, the mode of carrying then into effect and the manner and basis of making distributions to the shareholders of the constituent corporations are and shall be as follows:

1. The Amended Articles of Incorporation and the Code of Regulations of Cloyes Ohio as in effect immediately prior to the merger shall continue to be the Amended Articles of Incorporation and the Code of Regulations, respectively, of the Surviving Corporation.

2. Each outstanding share of Class A Common Stock, $25 par value, and each outstanding share of Class H common Stock, $25 par value, of Cloyes Ohio shall continue

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as one outstanding share of Class A Common Stock, $25 par value, and one outstanding share of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation and the certificates representing such shares of Cloyes Ohio prior to the effective date hereof shall continue without change as the certificates representing an equal number of shares of Class A Common Stock, $25 par value, and an equal number of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation.

3. Each outstanding Common Share, without par value, of Cloyes Oklahoma shall be and is hereby canceled, and the rights of the holder thereof extinguished.

4. The said merger shall be and become effective as provided in Ohio Revised Code Section 1701.81 and in the Oklahoma Business Corporation Act Section 64-707 upon the later to occur of the filing of the Certificate As To The Manner Of Adoption of Agreement and Plan of Merger and this Agreement and Plan of Merger in the Office of the Secretary of State of Ohio or the filing of the Certificate of Merger in the Office of the Secretary of State of Oklahoma.

5. This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, but such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the constituent corporations have caused this Agreement and Plan of Merger to be signed in their respective corporate names by their respective officers, thereunto duly authorized, on the date first above written.

CLOYES GEAR AND PRODUCTS, INC.
By
	Malcolm R. Myers, President
By
	J. Richard Hamilton, Secretary
RUSH METALS COMPANY
By
	Malcolm R. Myers, Executive Vice President
By
	J. Richard Hamilton, Secretary

GKK2/G

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Page 8

Doc ID --> G069_0623

Page 1

Doc ID -- > G069_0623
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings, that said
records show the filing and recording of: MER
CLOYES GEAR AND PRODUCTS, INC.
United States of America State of Ohio
Office of the Secretary of State
THE SEAL OF THE SECRETARY OF STATE OF OHIO
Recorded on Roll G069 at Frame 0625 of the Records of Incorporation and Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 19TH day of DEC, A.D. 19_.
Sherrod Brown
Secretary of State
Page 2

Doc ID --> G069_0623

CERTIFICATE AS TO THE MANNER

OF ADOPTION OF AGREEMENT AND PLAN OF MERGER

OF

CLOYES GEAR AND, INC.

AND

CLOYES GEAR COMPANY

Malcolm R. Myers, President, and J. Richard Hamilton, Secretary, of Cloyes Gear and Products, Inc., an Ohio corporation with its principal office located at 4520 Beidler Road, Willoughby, Ohio, and Malcolm R. Myers, President, and J. Richard Hamilton, Secretary, of Cloyes Gear Company, an Arkansas corporation with its principal office located at 515 West Walworth, P.O. Box 528, Arkansas, do hereby certify that the signed counterpart of the Agreement and Plan of Merger attached hereto was approved and adopted by their respective Boards of Directors of Cloyes Gear and Products, Inc. and Cloyes Gear Company at meetings of all of the directors of each of said corporations duly called and held on the 10th day of December, 1986 and at which a quorum for the transaction of business was present throughout each meeting; and that said Agreement and Plan of Merger was not adopted nor required to be adopted by the shareholders of either of said corporations in accordance with Ohio Revised Code Section 1701.80 and the Arkansas Business Corporation Act Section 64-709.

The Agreement and Plan of Merger does not conflict with the articles or regulations of either corporation, and it does not change the articles or regulations of Cloyes Gear and Products, Inc. nor authorize any action which apart from the merger would require adoption by the shareholders or by the holders of a particular class of shares of Cloyes Gear and Products, Inc. The merger does not involve issuance or transfer by the said surviving corporation to the shareholders of Cloyes Gear Company of such number of shares of the surviving corporation which will entitle the holders thereof after the consummation of the merger to exercise one-sixth or more of the voting power of the Cloyes Gear and Products, Inc. in the election of the directors. There is no change in the directors of Cloyes Gear and Products, Inc. that would require action by the shareholders or by the holders of a particular class of said surviving corporation. Cloyes Gear and Products, Inc. owns one hundred per-cent the outstanding shares of Cloyes Gear Company. The Agreement and Plan of Merger thereby was adopted by the action of the board of directors of Cloyes Gear and Products, Inc., and is the duly adopted agreement and act of the said corporation.

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IN WITNESS WHEREOF, said Malcolm R. Myers and J. Richard Hamilton, President and Secretary, respectively, of Cloyes Gear and Products, Inc. and Malcolm R. Myers and J. Richard Hamilton, President and Secretary, respectively, of Cloyes Gear Company, have hereunto subscribed their names on the 17th day of December, 1986.

Malcolm R. Myers, President

Cloyes Gear and Products, Inc.

J. Richard Hamilton, Secretary

Cloyes Gear and Products, Inc.

Malcolm R. Myers, President

Cloyes Gear Products

J. Richard Hamilton, Secretary

Cloyes Gear Company

GKK1 (K)

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AGREEMENT AND PLAN OF MERGER

OF

CLOVES GEAR AND PRODUCTS, INC.

AND

CLOYES GEAR COMPANY

THIS AGREEMENT is made this 17th day of December, 1986, by and between CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (“Cloyes Ohio”), and CLOYES GEAR COMPANY, an Arkansas corporation (“Cloyes Arkansas”), said corporations being sometimes collectively referred to herein as the “constituent corporations.”

PREMISES:

WHEREAS, Cloyes Ohio was incorporated under the laws of the State of Ohio by Articles of Incorporation filed in the office of the Secretary of State of Ohio on the 22nd day of January, 1948, and recorded in Volume 548, Page 268 of the Records of Incorporation and Miscellaneous Filings in said office; and

WHEREAS Cloyes Arkansas was incorporated under the laws of the State of Arkansas, its Articles of Incorporation having been filed in the Office of the Secretary of State of Arkansas on the 7th day of November, 1962; and

WHEREAS, Cloyes Arkansas is authorized to issue 2,000 Common Shares, without par value, all of which are issued and outstanding at the date hereof and owned by Cloyes Ohio;

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NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the constituent corporations, having complied with all the conditions of Ohio Revised Code Section 1701,80 and the Arkansas Business Corporation Act Section 64-709 and no approval by the shareholders of Cloyes Ohio or Cloyes Arkansas being required, have agreed and do hereby agree that Cloyes Arkansas shall be and it is hereby merged with and into Cloyes Ohio (hereinafter sometimes called the “Surviving Corporation”), pursuant to and upon the authority of Ohio Revised Code Section 1701.80 and the Arkansas Business Corporation Act Section 64-709, and that the terms of the merger, the made of carrying them into effect and the manner and basis of making distributions to the shareholders of the constituent corporations are and shall be as follows:

1. The Amended Articles of Incorporation and the Code of Regulations of Cloyes Ohio as in effect immediately prior to the merger shall continue to be the Amended Articles of Incorporation and the Code of Regulations, respectively, of the Surviving Corporation.

2. Each outstanding share of Class A Common Stock, $25 par value, and each outstanding share of Class B Common Stock, $25 par value of Cloyes Ohio shall continue

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as one outstanding share of Class A Common Stock, $25 par value, and one outstanding share of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation and the certificates representing such shares of Cloyes Ohio prior to the effective date hereof shall continue without change as the certificates representing an equal number of shares of Class A Common Stock, $25 par value, and an equal number of Class B Common Stock, $25 par value, respectively, of the Surviving Corporation.

3. Each outstanding Common Share, without par value, of Cloyes Arkansas shall be and is hereby canceled, and the rights of the holder thereof extinguished.

4. The said merger shall be and become effective as provided in Ohio Revised Code Section 1701.81 and in the Arkansas Business Corporation Act Suction 64-707 upon the later to occur of the filing of the Certificate As To The Manner Of Adoption Of Agreement and Plan of Merger and this Agreement and Plan of Merger in the Office of the Secretary of State of Ohio or the filing of Articles of Merger in the Office of the Secretary of State of Arkansas.

5. This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, but such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the constituent corporations have caused this Agreement and Plan of Merger to be signed in their respective corporate names by their respective officers, thereunto duly authorized, on the date first above written.

CLOYES GEAR AND PRODUCTS, INC.
By
	Malcolm R. Myers, President
By
	J. Richard Hamilton, Secretary
COYES GEAR COMPANY
By
	Malcolm R. Myers, President
By
	J. Richard Hamilton, Secretary

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Page 1

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Department of State
The State of Ohio
Sherrod Brown
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings that said records show the filing and recording of: AGS
CLOYES GEAR AND PRODUCTS, INC.
United States of America
State of Ohio
Office of the Secretary of State
THE SEAL OF THE SECRETARY OF STATE OF OHIO
Recorded on Roll G069 at Frame 0633 of the Records of Incorporation and Miscellaneous Filings.
Witness my hand and the seal of the Secretary of State, at the
City of Columbus, Ohio, this [ILLEGIBLE] day of DEC,
A.D. 19
Sherrod Brown
Secretary of State
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Form AGS, August 1983 Presented by Sherrod Brown Secretary of State

Subsequent Appointment of Agent

Cloyes Gear and Products, Inc.	hereby appoints	A.G.C Co.	of
(Name of Corporation)		(Name of New Agent)

3200 National City Center	,	Cleveland	,	Cuyahoga	County,
(Street)		(City, Village or Township)

Ohio,	44114	, to succeed	Alan G. Rorick	as agent upon whom
	(Zip Code)		(Name of Former Agent)

any process, notice or demand required or permitted by states to be served upon the corporation may be served.

Date: December 23, 1986

By

Name and Title of Person Signing:	J. Richard Hamilton
	[Illegible]
	(Strike out inappropriate title)

Instructions

1) The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent R.C. 1701.07(A), 1702.06(A).

2) A subsequent appointment of agent must be signed by the chairman of the board, the president, a vice-president, the secretary or an assistant secretary, R.C. 1701.07(L)

3) The agent’s complete street address must be given, a post office box is not acceptable. R.C. 1701.07(C), 1702.08(C).

4) The filing fee for a subsequent appointment of agent is $3.00. R.C. 1701.07(M), 1702.08(L).

[ILLEGIBLE]

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Doc ID --> G093_1020
Department of State
The State of Ohio
Sherrod Brown
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings: that said records show the filing and recording of AMD CHS CHV            
            of:
CLOYES GEAR AND PRODUCTS, INC.

United States of America	Recorded on Roll G093 at Frame 1022 of
State of Ohio	the Records of Incorporation and Miscellaneous Filings.
Office of the Secretary of State
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 9th day of JAN,
	A.D. 19 87.

THE SEAL OF THE SECRETARY OF STATE OF OHIO
Sherrod Brown
Sherrod Brown
Secretary of State
Page 2

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CERTIFICATE OF ADOPTION

OF

AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION

OF

CLOYES GEAR AND PRODUCTS, INC.

JOHN M. McNAMARA, Vice President-Operations, and J. RICHARD HAMILTON, Secretary of Cloyes Gear and Products, Inc., an Ohio corporation with its principal office at Willoughby, Ohio, do hereby certify that by the unanimous action of the holders of all the outstanding Class A and Class B shares of said Corporation, the following resolutions were duly adopted by the affirmative vote of the holders of all said outstanding Class A and Class B Common shares on December 17, 1986, pursuant to Section 1701.54 of the Ohio Revised Code:

RESOLVED, that the Corporation’s Amended Articles of Incorporation be amended to eliminate the authorized number of the Corporation’s preferred shares, $100 par value; and

FURTHER RESOLVED, that to effect the preceding resolution, Article Four of the Amended Articles of Incorporation of the Corporation be, and the same hereby is, amended by deleting Article Four in its entirety and substituting therefor the following new Article Four, as follows;

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have outstanding is Nine Thousand Eight Hundred (9,800), of which Three Hundred (300) shall be Class A Common shares of the par value of Twenty-five Dollars ($25) per share and Nine Thousand Five Hundred (9,500) shall be Class B Common shares of the par value of Twenty-five Dollars ($25) per share.

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Section 2. The express terms and provisions of the shares of each class are as follows:

The exclusive voting power of the Corporation shall be vested in the holders of Class A Common shares and holders of Class A Common shares shall have the right to cast one vote for each Common share held. Holders of Class B Common shares shall have no voting rights other than as required by law.

IN WITNESS WHEKEOF, said John H. McNamara, Vice President-Operations and J. Richard Hamilton, Secretary of Cloyes Gear and Products, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names as of the 17th day of December, 1986.

John M. McNamara

Vice President - Operation

J. Richard Hamilton

(Secretary

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Doc ID --> H549_1942
H0543-1943
The State of Ohio
Bob Taft
Secretary of State
206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous
Fillings; that said records show the filing and recording of: AGS
of:
CLOYES GEAR AND PRODUCTS, INC.

United States of America State of Ohio Office of the Secretary of State	Recorded on Roll H549 at Frame 1944 of the Records of Incorporation and Miscellaneous Fillings.
	Witness my hand and the seal of the Secretary of State at Columbus. Ohio, this [ILLEGIBLE] day of MAR
THE SEAL OF THE SECRETARY OF STATE OF OHIO	A.D. 19 [ILLEGIBLE]
WITH GOD ALL THINGS ARE POSSIBLE	Bob Taft
	Bob Taft
	Secretary of State

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Prescribed by Bob Taft, Secretary of State 30 East Broad Street, 14th Floor Columbus, Ohio 43266-0418 Form AGS (September 1992) Charter No. 206185 Approved [ILLEGIBLE] Date 3-3-93 Fee $3.00 03030325103

SUBSEQUENT APPOINTMENT OF AGENT

CLOYES GEAR AND PRODUCTS, INC.	hereby appoints
(name of corporation)

	3200 National City Center,
JOHN D. DRINKO	1900 East Ninth Street
(name of new agent)	(street address)

Cleveland	,     Ohio	44114	.
(city)		(zip code)

NOTE: P.O. Box addressee are not acceptable.

to succeed	A.G.C. CO.	as agent upon whom any process,
	(Name of Former Agent)

notice or demand required or permitted by statute to be served upon the corporation may be served.

This line is to be signed by a corporate officer.
Title:

Acceptance of Appointment

The undersigned, JOHN D. DRINKO ,    named herein as the statutory agent for

CLOYES GEAR AND PRODUCTS, INC.	,    hereby acknowledges and accepts
(name of corporation)

the appointment of statutory agent for said corporation.

JOHN D. DRINKO Statutory Agent

INSTRUCTIONS

[ILLEGIBLE] The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address in this state and is explicitly authorized [ILLEGIBLE] its articles of incorporation to act as a statutory agent. R.C 1701 07(A), 1702.06(A)

[ILLEGIBLE] A subsequent appointment of agent must be signed by the chairman of the board, the president, a vice-president, the secretary or an assistant secretary R.C. 1701.07(L)

[ILLEGIBLE]

[ILLEGIBLE] As of October [ILLEGIBLE] 1992 [ILLEGIBLE] 07(8) will be amended to require acknowledgment and acceptance [ILLEGIBLE]

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Doc ID --> 9440_0501
The State of Ohio
Bob Taft
Secretary of State 206185
Certificate
It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings: that said records show the filing and recording of: MER TIC AGA
of:
CLOYES GEAR AND PRODUCTS, INC.

United States of America State of Ohio Office of the Secretary of State	Recorded on Roll 9440 at Frame 0503 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State at Columbus, Ohio, this 27TH day of DEC .
THE SEAL OF THE SECRETARY OF STATE OF OHIO	A-D. 19 93 .
WITH GOD ALL THINGS ARE POSSIBLE	Bob Taft
	Bob Taft
	Secretary of State

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	206185 APPROVED
CERTIFICATE OF MERGER Merging CLOYES-IWIS, INC. into CLOYES GEAR AND PRODUCTS, INC.	By Date Amount	GFG 12-27-93 $50.00

Pursuant to Chapter 1701
of the Ohio Revised Code

John M. Mcnamara, Executive Vice president of Cloyes Gear and Products, Inc., an Ohio corporation (“Cloyes Gear”), and President of Cloyes-IWIS, Inc., a Delaware corporation (“Cloyes-IWIS”), and J. Richard Hamilton/ Secretary of each of Cloyes Gear and Cloyes-IWIS, do hereby certify that:

1. A true and correct copy of the signed Plan and Agreement of Merger between Cloyes Gear and Cloyes-IWIS is attached   hereto as Exhibit A (the “Merger Agreement”);

2. The Merger Agreement was approved and adopted by unanimous action of the Board of Directors of Cloyes Gear at a meeting held on December 7, 1993;
3. The Merger Agreement is not required to be adopted by the shareholders of Cloyes Gear for the following reasons:
a.      Cloyes Gear will be the surviving corporation as a result of the consummation of the merger;
b.      Neither the articles nor the regulations of Cloyes Gear in

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effect as of the date of this Certificate require that the Merger Agreement be adopted by its shareholders or by the holders of a particular class of shares of Cloyes Gear;

c. The Merger Agreement does not (i) conflict with the articles or the regulations of Cloyes Gear in effect as of the date of this Certificate, or (ii) change such articles or regulations, or (iii) authorize any action that, if it were being made or authorized apart from the merger, would otherwise require adoption by the shareholders or by the holders of a particular class of shares of Cloyes Gear;

d. The merger does not involve the issuance or transfer by Cloyes Gear to the stockholders of Cloyes-IWIS of such number of shares of Cloyes Gear as will entitle the holders of the shares immediately after the consummation of the merger to exercise one-sixth or more of the voting power of Cloyes Gear in the election of directors; and

e. The Merger Agreement does not does make a change in the directors of Cloyes Gear as would otherwise require action by the shareholders or by the holders of a particular class of shares of Cloyes Gear.

4. The Merger Agreement was approved and adopted on December 10, 1993, by the Board of Directors of Cloyes-IWIS by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “Deleware Corporate Code”) and by the stockholders of Cloyes-IWIS by unanimous written consent in lieu of a meeting pursuant to Section 228 of the Delaware corporate Code.

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IN WITNESS WHEREOF, the undersigned officers of Cloyes Gear and Cloyes-IWIS have hereunto signed this Certificate as of the 10th day of December, 1993.

John M. McNamara,

Executive Vice President,

Cloyes Gear and Products, Inc.

J. Richard Hamilton, Secretary

Cloyes Gear and Products, Inc.

John M. McNamara, President

Cloyes-IWIS, Inc.

J. Richard Hamilton, Secretary

Cloyes-IWIS, Inc.

JPG0945: 03996:91003:JPG-44.CET

JPS 12/10/93

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EXHIBIT A

PLAN AND AGREEMENT

OF

MERGER

THIS PLAN AND AGREEMENT OF MERGER is made and entered into as of the 31st day of December, 1993, by and between CLOYES-IWIS, INC., a Delaware corporation (hereinafter referred to as “Cloyes-IWIS”), and CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (hereinafter referred to as “Cloyes Gear” or as the ’’Surviving Corporation”). Cloyes-IWIS and Cloyes Gear are hereinafter sometimes collectively referred to as the “Constituent Corporations.”

W I T N E S S E T H :

WHEREAS, the authorized shares of Cloyes-IWIS consist of 10,000 shares of Conation Stock, $100 par value, of which 400 shares are issued and outstanding (the “common stock”);

WHEREAS, the authorized shares of Cloyes Gear consist of 9,800 shares, 300 of which are Class A Common Shares, $25.00 par value (the “Class A Shares”), and 9,500 of which are class B Common Shares, $25.00 par value (the “Class B Shares”);

WHEREAS, 151 of the Class A Shares are issued and outstanding and 8,224 of the Class B Shares are issued and outstanding;

WHEREAS, the Board of Directors of Cloyes Gear deems it advisable and in the best interests of Cloyes Gear and Cloyes-

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IWIS, and their respective shareholders, that Cloyes-IWIS be merged with and into Cloyes Gear and unanimously approved and adopted the terms of this Agreement at a meeting held on December 7, 1993;

WHEREAS, the Board of Directors and the stockholders of Cloyes-IWIS deem it advisable and in the best interests of Cloyes Gear and Cloyes-IWIS, and their respective shareholders, that Cloyes-IWIS be merged with and into Cloyes gear and approved and adopted the terms of this Agreement by unanimous written consent in lieu of meetings;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for the purpose of describing the terms and conditions of the merger, the mode of carrying the same into effect, and for the purpose of setting forth such other terms and conditions as are deemed necessary or desirable to consummate the merger contemplated herein, the parties hereto agree as follows:

1. Merger. Upon the Effective Date (as defined in Section 11 below), Cloyes-IWIS shall be merged with and into Cloyes Gear, which shall be the Surviving Corporation. The Surviving Corporation shall continue to be governed by the laws of the State of Ohio, and the separate corporate existence of Cloyes-IWIS shall cease forthwith upon the Effective Date.

2. Name. The name of the Surviving Corporation shall be “Cloyes Gear and Products, Inc.”

3. Articles of Incorporation. The place in the State of Ohio where the principal office of the Surviving Corporation

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shall be located, the purposes of the Surviving Corporation, the authorized number of shares of the Surviving Corporation and the express terms of such shares shall all be as set forth in the Articles of Incorporation of Cloyes Gear in effect immediately prior to the time the merger becomes effective. Such Articles of Incorporation shall continue as the “Articles” of the Surviving Corporation within the meaning of Division (D) of Section 1701.01 of the Ohio Revised Code until amended as provided by law. Such Articles of Incorporation may be certified separate and apart from this Agreement of Merger as the “Articles” of the Surviving Corporation.

4. Code of Regulations. The Code of Regulations of Cloyes Gear shall on the Effective Date be the Code of Regulations of the Surviving Corporation, until altered, amended or repealed.

5. Directors. The directors of Cloyes Gear shall continue as the directors of the Surviving Corporation. Such directors shall hold office until their respective successors shall have been elected and qualified in accordance with the Code of Regulations of the Surviving Corporation and with the law.

6. Statutory Agent. John D. Drinko, the statutory agent for Cloyes Gear, shall continue as the statutory agent for the Surviving Corporation upon whom any process, notice or demand required or permitted by statute to be served upon the Constituent Corporations or the Surviving Corporation may be served. His complete address is 3200 National City Center, 1900 East 9th Street, Cleveland, Ohio 44114-3485.

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7. Consent to Service of Process. The Surviving Corporation hereby agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Cloyes-IWIS, as well as for enforcement of any obligation of the Surviving corporation arising from the merger contemplated by this Agreement, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware, and does hereby irrevocable appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceedings. A copy of such process shall be mailed by the Secretary of State of Delaware to the Surviving Corporation at the following address: Cloyes Gear and Products, Inc., c/o Baker & Hostetler, 3200 National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114-3435, Attn: John D. Drinko, Esq.

8. Effects of Merger. The effect of the merger, at the Effective Date, shall be as provided by Chapter 1701 of the Ohio Revised Code and by Section 252 of the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, upon the Effective Date, the separate existence of Cloyes-IWIS shall cease, except that whenever a conveyance, assignment, transfer, deed or other instrument or act is necessary to vest property or rights in the Surviving Corporation, the officers of Cloyes-IWIS shall execute, acknowledge, and deliver such instruments and do such acts as are

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necessary or appropriate to vest such property or rights in the Surviving Corporation; the Surviving Corporation shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as private nature, of Cloyes-IWIS and all obligations belonging to or due Cloyes-IWIS, all of which shall be vested in the Surviving Corporation without further act or deed, and the title to any real estate or any interest in the real estate vested in Cloyes-IWIS shall not revert or in any way be impaired by reason of this merger; the Surviving Corporation shall be liable for all the obligations of Cloyes-IWIS, and any claim existing, or action or proceeding pending, by or against Cloyes-IWIS, may be prosecuted to judgment with right of appeal, as if this merger had not taken place, or the Surviving Corporation may be substituted in its place; and all rights of creditors and all liens upon any property of Cloyes-IWIS shall be preserved unimpaired, limited to the property affected by such liens immediately prior to the Effective Date.

9. Further Assurance. If at any time the Surviving Corporation shall consider or be advised that any acknowledgments or further assurances or assignments in law or other similar actions are necessary or desirable to acknowledge, confirm, vest or perfect in and to the Surviving Corporation any rights, title or interests of Cloyes-IWIS, or otherwise to carry out the provisions hereof, Cloyes-IWIS and its officers and directors shall and will execute and deliver any and all such

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acknowledgments, assurances or assignments in law, and do all things necessary or proper to acknowledge, confirm, vest or perfect such rights, title or interests in the Surviving Corporation, and to otherwise carry out the provisions of this Agreement.

10. Extinguishment of Common stock. On the Effective Date, each share of common stock of Cloyes-IWIS that is authorized, issued, outstanding or held as a treasury share shall be extinguished and each holder of such Common Stock shall cease to have any rights with respect to such Common stock and shall have no rights in any shares of the Surviving Corporation, including, without limitation the Class A Shares or the Class B Shares.

11. Effective Date of Merger. As soon as practicable after this Agreement has been duly adopted by the Board of Directors of Cloyes Gear and the Board of Directors and stockholders of Cloyes-IWIS, (a) a certificate of merger along with an executed counterpart of this Agreement shall be filed with the Secretary of State of Ohio in accordance with the laws of the State of Ohio, and (b) a certificate of merger shall be filed with the Secretary of State of Delaware in accordance with the laws of the State of Delaware. The merger shall be effective upon the filing of the certificates of merger in accordance with the preceding sentence (referred to in this Agreement as the “Effective Date”).

12. Abandonment. This Agreement may be terminated and the merger abandoned by the mutual consent of the Boards of

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Directors of the Constituent Corporations at any time prior to the filing date with the Secretary of State of Ohio and the Secretary of State of Delaware, whether or not at the time of such termination and abandonment this Agreement has been adopted by the shareholders of the Constituent Corporations.

13. Miscellaneous.

(a) This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative to said subject matter.

(b) Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate masculine, feminine and neuter gender.

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IN WITNESS WHEREOF, each of the corporate parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

Attest:	CLOYES-IWIS, INC.
J. Richard Hamilton, Secretary (as to both signatures)	John M. McNamara, President
	Allen J. Sandy, Vice President
	CLOYES GEAR AND PRODUCTS, INC.
J. Richard Hamilton, Secretary (as to both signatures)	John M. McNamara, Executive Vice President
	Allen J. Sandy Vice President - Finance

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CERTIFICATE OF ADOPTION OF SECOND AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF CLOYES GEAR AND PRODUCTS, INC.	APPROVED
	By
	Date
	Amount

Pursuant to § 1701.73 of the Ohio Revised Code, the undersigned Secretary of CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (the “Corporation”), does hereby certify that a meeting of the holders of the shares of the Corporation entitling them to vote on a proposal to amend the Amended Articles of Incorporation of the Corporation and adopt a Second Amendment to Amended Articles of Incorporation of the Corporation was duly called and held on the 16th day of April, 1998, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of the Corporation on such proposal, such shareholders authorized the adoption of the Second Amendment to Amended Articles of Incorporation of the Corporation attached hereto as Exhibit A.

The undersigned has executed this Certificate as of the 16th day of April, 1998.

J. Richard Hamilton, Secretary

bwa3421:03996:95001:bwa-19.CER

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CLOYES GEAR AND PRODUCTS, INC.

SECOND AMENDMENT TO AMENDED ARTICLES OF INCORPORATION

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have issued and outstanding is Six Hundred Thousand (600,000) of which Three Hundred (300) shall be Class A Common Shares of the par value of Fifty Cents ($.50) per share and Five Hundred Ninety-Nine Thousand Seven Hundred (599,700) shall be Class B Common Shares of the par value of Fifty Cents ($.50) per share.

Section 2. The express terms and provisions of the shares of each class are as follows:

The exclusive voting power of the Corporation shall be vested in the holders of Class A Common Shares and the holders of Class A Common Shares shall have the right to cast one vote for each Class A Common Share held. Holders of Class B Common Shares shall have no voting rights other than as required by law.

Section 3. The 151 Class A Common Shares of the par value of Twenty Five Dollars ($25.00) per share issued and outstanding immediately prior to the adoption of this Second Amendment to the Amended Articles of Incorporation are hereby changed and reclassified into (i) 151 Class A Common Shares with a par value of Fifty Cents ($.50) per share and (ii) 7,399 Class B Common Shares with a par value of Fifty Cents ($.50) per share; each such issued and outstanding Class A Common Share being hereby changed and reclassified into (i) one (1) Class A Common Share with a par value of Fifty Cents ($.50) per share and (ii) Forty Nine (49) Class B Common Shares with a par value of Fifty Cents ($.50) per share.

Section 4. Exclusive of any Class B Common Shares created pursuant to Section 3 hereof, the 8,398 Class B Common Shares of the par value of Twenty Five Dollars ($25.00) per share issued and outstanding immediately prior to the adoption of this Second Amendment to the Amended Articles of Incorporation are hereby changed and reclassified into 419,900 Class B

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Common Shares with a par value of Fifty Cents ($.50) per share; each such issued and outstanding share being hereby changed and reclassified into Fifty (50) Class B Common Shares with a par value of Fifty Cents ($.50) per share.

Section 5. The aggregate amount of stated capital of the Corporation after the filing of this Second Amendment to the Amended Articles of Incorporation shall be unchanged.

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¨ UNIFORM COMMERCIAL CODE FILING

x CORPORATIONS FILING

CORPORATIONS ONLY
x EXPEDITE SERVICE	x PICK-UP	¨ MAIL

CORRESPONDENCE

PLEASE RETURN THE ATTACHED DOCUMENTS TO:

Baker & Hostetler LLP

NAME OF YOUR FIRM OR COMPANY

Zelda Y. Jefferson

ATTENTION

65 East State Street, Suite 2100, Columbus, Ohio 43215-4260

STREET, CITY, STATE, ZIP CODE

(614) 462-4756

TELEPHONE NUMBER

UCC ONLY

¨ MAIL     ¨ PICK-UP

IF NOT CHECKED, IT WILL BE MAILED.

S:\FORMS\CORPORAT.CRT

prd: 4/16/98

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DATE
DOCUMENT NO
DESCRIPTION
FILING
EXPED
PENALTY
CERT
COPY
1.
5/7/1998
199812100004
AMA DOMESTIC/AMENDED RESTATED ARTICLES
3595.00
10.00
0.00
0.00
0.00
TOTAL
3595.00
10.00
0.00
0.00
0.00
Return To:
BAKER & HOSTETLER
ATTN Z Y JEFFERSON
65 E STATE ST STE 2100
COLUMBUS, OH 43215-4260
cut along the dotted line
The State of Ohio
Certificate
Secretary of State - Bob Taft
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
199812100004
United States of America
State of Ohio
Office of the Secretary of State
THE SEAL OF THE SECRETARY OF STATE OF OHIO
WITH GOD ALL THINGS ARE POSSIBLE
Witness my hand and the seal of the Secretary
of State at Columbus, Ohio, This 30th day of
April, A.D. 1998
Bob Taft
Secretary of State
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DATE:

DOCUMENT ID

DESCRIPTION

FILING

EXPED

PENALTY

CERT

COPY

06/17/2002

200216801508

DOMESTIC/AMENDED RESTATED ARTICLES (AMA)

50.00

.00

.00

.00

.00

Receipt

This is not a bill. Please do not remit payment.

BAKER & HOSTETLER LLP

KAREN S FINCH

65 E STATE ST #2100

COLUMBUS, OH 43215

STATE OF OHIO

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	200216801508

United States of America State of Ohio Office of the Secretary of State	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 14th day of June, A.D. 2002.
	Ohio Secretary of State

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CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CLOYES GEAR AND PRODUCTS, INC.

Pursuant to § 1701.73 of the Ohio Revised Code, the undersigned Secretary of CLOYES GEAR AND PRODUCTS, INC., an Ohio corporation (the “Corporation”), does hereby certify that a meeting of the holders of the shares of the Corporation entitling them to vote on a proposal to approve and adopt an Amended and Restated Articles of Incorporation of the Corporation was duly called and held on the 12^th day of June, 2002, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise at least two-thirds of the voting power of the Corporation on such proposal, such shareholders authorized the adoption of the Amended and Restated Articles of Incorporation of the Corporation attached hereto as Exhibit A.

The undersigned has executed this Certificate as of the 13th day of June, 2002.

J. Richard Hamilton, Secretary

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Exhibit A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

CLOYES GEAR AND PRODUCTS, INC.

FIRST: The name of the Corporation is Cloyes Gear and Products, Inc.

SECOND: The place in the State of Ohio where the principal office of the Corporation is located is the City of Mentor, Lake County.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH: Section 1. The maximum number of shares which the Corporation is authorized to have issued and outstanding is Six Hundred Thousand (600,000) of which Three Hundred (300) shall be Class A Common Shares of the par value of Fifty Cents ($.50) per share and Five Hundred Ninety-Nine Thousand Seven Hundred (599,700) shall be Class B Common Shares of the par value of Fifty Cents ($.50) per share.

Section 2. The express terms and provisions of the shares of each class are as follows:

The exclusive voting power of the Corporation shall be vested in the holders of Class A Common Shares and the holders of Class A Common Shares shall have the right to cast one vote for each Class A Common Share field. Holders of Class B Common Shares shall have no voting rights other than as required by law.

FIFTH: No holder of shares of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of the Corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from time to time may determine.

SIXTH: To the extent permitted by law, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such considerations and upon such terms and conditions as its Board of Directors may determine.

SEVENTH: These Amended and Restated Articles of Incorporation amend and restate in their entirety, and supersede and take the place of, the existing Articles of Incorporation of the Corporation and all amendments thereto.

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[ILLEGIBLE]

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DATE:	DOCUMENT ID	DESCRIPTION	FILING	EXPED	PENALTY	CERT	COPY
05/17/2006	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

  United States of America State of Ohio Office of the Secretary of State 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

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	Prescribed by J. Kenneth Blackwell	Expedite this Form: (Select One)
	Ohio Secretary of State	Mail Form to one of the Following:
	Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	x Yes	PO Box 1390 Columbus, OH 43216
		*** Requires an additional fee of $100 ***
www.state.oh.us/sos e-mail: busserv@sos.state.oh.us		¨ 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
x Amended  (122-AMAP)	¨ Amendment  (125-AMDS)	¨ Amended  (126-AMAN)	¨ 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	Trevor Myers
Title	President
x       Please check if additional provisions attached.
The above named Ohio corporation, does hereby certify that:
x A meeting of the	x 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

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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		May 10,  2006
(signed) by an authorized	Authorized Representative	Date
representative
(See Instructions)	Trevor Myers
	(Print Name)
	Authorized Representative	Date
	(Print Name)

    541 Page 2 of 2 Last Revised: May 2002

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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

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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 (1/10^th) 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 3 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

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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 pari 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 stated 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 or 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 Capita! 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 Part 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 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.

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(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 effect 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(c) 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 no 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 Public 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 his 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 1/10,000^th.

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 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).

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“Closing IPO Price” shall mean the closing price per share of the Common Shares offered in the Initial Public Offering.

“Cloves 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 of 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 or 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 shal1 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 evidenced by the Corporation’s audited financial statements for the years ended December 31, 2006 and 2007.

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“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 1, 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

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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.

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“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.

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101266227 16, Amended and Restated Articles of Incorporation of Cloyes Gear and Products Inc.

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Doc ID --> 200933600374

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)	Document No(s):
MERGER/DOMESTIC	200933600374

  United States of America State of Ohio Office of the Secretary of State Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 2nd day of December, A.D. 2009. Ohio Secretary of State

Page 1

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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)	Document No(s):
MERGED OUT OF EXISTENCE	200933600374

  United States of America State of Ohio Office of the Secretary of State Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 2nd day of December, A.D. 2009. Ohio Secretary of State

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Form [ILLEGIBLE] Prescribed by the: Ohio Secretary of State   Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767-3453)   [ILLEGIBLE] Expedite this form: (select one) Mail form to one of the following:   x  Expedite            PO Box 1390         Columbus, OH 43216           [ILLEGIBLE]   ¨  Non Expedite     PO Box 1329         Columbus, OH 43216  

CERTIFICATE OF MERGER

Filing Fee $125

(164-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)
x	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

[ILLEGIBLE]	Page 1 of 12	[ILLEGIBLE]
	Page 3

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¨	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, or Registration Number	Jurisdiction of Formation	Type of Entity
Cloyes Merger	1892771	Ohio	For-Profit
Corporation			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 or 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

[ILLEGIBLE]	Page 2 of 12	[ILLEGIBLE]
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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 [ILLEGIBLE] 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 of demand may be served.

AGC Co.	3200 National City Center, 1900 E. 9th Street
Name	Mailing Address
Cleveland	Ohio	[ILLEGIBLE]
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 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 [ILLEGIBLE] with certificate of merger.

x  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 constituent entity and the surviving or new entity [ILLEGIBLE] 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 (11) of section [ILLEGIBLE] 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.

[ILLEGIBLE] Page 3 of 12   Page 5 [ILLEGIBLE]

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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.

[ILLEGIBLE] Page 4 of 12   Page 6 [ILLEGIBLE]

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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

[ILLEGIBLE] Page 5 of 12   Page 7 [ILLEGIBLE]

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	(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
			Date
		Under the laws of the jurisdiction of
			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)

[ILLEGIBLE] Page 6 of 12 [ILLEGIBLE]

Page 8

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	(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 [ILLEGIBLE]) (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.)

[ILLEGIBLE] Page 7 of 12 [ILLEGIBLE]

Page 9

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The undersigned constituent entitles 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)).

[ILLEGIBLE]

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	Prescribed by:	Expedite this Form: (Select One)
	The Ohio Secretary of State	Mail Form to one of the Following:
	Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)	x Yes	PO Box 1390 Columbus, OH 43216
		“‘Requires an additional fee of $100’”
www.sos.state.oh.us e-mail: busserv@sos.state.oh.us		¨ 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 Nonprofit
x Amended  (122-AMAP)	¨   Amendment        (126-AMDS)	¨ Amended  (128-AMAN)	¨ 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:
x A meeting of the	x shareholders                ¨    directors (non-profit amended articles  only)
x 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
ILLEGIBLE

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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 purpose 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.

		1,000 Common Shares.
FOURTH:	The number of shares which the corporation is authorized to have outstanding is	No Par Value
(Does not apply to box (2))

	REQUIRED		12/2/09
Must be authenticated (signed) by an authorized representative		Authorized Representative	Date
(See Instructions)		M Trevor Myers
		(Print Name)
		Authorized Representative	Date
		(Print Name)

[ILLEGIBLE]	Page 2 of 2	[ILLEGIBLE]
	Page 12

Doc ID --> 201426701474

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:

Document(s)	Document No(s):
DOMESTIC AGENT SUBSEQUENT APPOINTMENT	201426701474

Effective Date: 09/23/2014

  United States of America State of Ohio Office of the Secretary of State Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 25th day of September, A.D. 2014.   Ohio Secretary of State  

Page 1

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	Form 521 Prescribed by:
	JON HUSTED	Mail this form to one of the following:
	Ohio Secretary of State
		Regular Filing (non expedite)
	Central Ohio: (614) 466-3910	P.O. Box 788
	Toll Free: (877) SOS-FILE (767-3453)	Columbus, OH 43216
	www.OhioSecretaryofState.gov
	Busserv@OhioSecretaryofState.gov	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
	x	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-AGR)
	¨	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: 5/14/2014
[ILLEGIBLE]

Page 2

Doc ID --> 201426701474

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 Secretary
		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

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
[ILLEGIBLE]

Page 3

Doc ID --> 201426701474

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 to this document.
Required Agent update must be signed by an authorized representative (see instructions for specific information).
	Authorized Representative
	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.	Leila 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: 5/14/2014

[ILLEGIBLE]

Page 4

EX-3.5.14

Exhibit 3.5.14

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CLOYES GEAR HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2009, AT 1:38 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CLOYES GEAR HOLDINGS, LLC”.

			Jeffrey W. Bullock, Secretary of State
	4748006     8100H		AUTHENTICATION:	1768699
	141277864		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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 30^th day of October, 2009.

/s/    Daniel R. Gross        

Daniel R. Gross

Authorized Person

1811526 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-3.5.15

Exhibit 3.5.15

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FORGING HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF APRIL, A.D. 2008, AT 1:29 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2014, AT 1 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “FORGING HOLDINGS, LLC”.

			Jeffrey W. Bullock, Secretary of State
	4538520     8100H		AUTHENTICATION:	1768689
	141277853		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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

1647442

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:
	Authorized Person
Name:	Liela Morad
	Print or Type

DE175 - 08/24/2011 C T System Online

EX-3.5.16

Exhibit 3.5.16

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GEARING HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2009, AT 1:36 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GEARING HOLDINGS, LLC”.

			Jeffrey W. Bullock, Secretary of State
	4748001     8100H		AUTHENTICATION:	1768683
	141277839		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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 30^th day of October, 2009.

/s/    Daniel R. Gross        

Daniel R. Gross

Authorized Person

1811521

EX-3.5.17

Exhibit 3.5.17

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GREDE HOLDINGS LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTH DAY OF JANUARY, A.D. 2010, AT 11:09 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GREDE HOLDINGS LLC”.

			Jeffrey W. Bullock, Secretary of State
	4774349     8100H		AUTHENTICATION:	1768681
	141277831		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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.

Timothy J. Scallen, Authorized Person

fb.us.4712362.02

EX-3.5.18

Exhibit 3.5.18

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “GREDE II LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

COURT ORDERED RESTATED CERTIFICATE, FILED THE NINTH DAY OF APRIL, A.D. 2007, AT 7:57 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SEVENTH DAY OF FEBRUARY, A.D. 2009, AT 2:30 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTIETH DAY OF AUGUST, A.D. 2009, AT 2:41 O’CLOCK P.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “CITATION CORPORATION” TO “GREDE II LLC”, FILED THE FOURTH DAY OF FEBRUARY, A.D. 2010, AT 6:39 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE FIFTH DAY OF FEBRUARY, A.D. 2010, AT 12:01 O’CLOCK A.M.

CERTIFICATE OF FORMATION, FILED THE FOURTH DAY OF FEBRUARY, A.D. 2010, AT 6:39 O’CLOCK P.M.

			Jeffrey W. Bullock, Secretary of State
	2405136    8100X		AUTHENTICATION:	1768739
	141277920		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE FIFTH DAY OF FEBRUARY, A.D. 2010, AT 12:01 O’CLOCK A.M.

			Jeffrey W. Bullock, Secretary of State
	2405136    8100X		AUTHENTICATION:	1768739
	141277920		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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”).

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

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

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

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

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

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.

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

4

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.

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

5

04/06/07 11:44 FAX 2059817867 ED&JILL BUKER 02

IN WITNESS WHEREOF, the undersigned has duly executed this Third Amended and Restated Certificate of Incorporation of Citation Corporation this 6^th day of April, 2007.

CITATION CORPORATION
By:
	Ed Buker
	President and Chief Executive Officer

(NY) 27011/071/RESTRUCTURING.DOCS.07/citation.certificate.of.incorporation.doc

DC\977457.2

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:34 PM 02/27/2009

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 and 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 thereof:

“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 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 27^th day of February, 2009.

CITATION CORPORATION
By:
	Douglas J. Grimm
	Chief Executive Officer

08/20/2009 14:38 FAX 734 930 2494 BODMAN ANN ARBOR 002

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 Article 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:
	Douglas J. Grimm
	Chief Executive Officer

AnnArbor_161168_1

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:
Name:	Douglas J. Grimm
Title:	President

Troy_555482_3

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:
Name:	Douglas J. Grimm
Title:	President

Troy_555482_3

EX-3.5.19

Exhibit 3.5.19

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GREDE LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF OCTOBER, A.D. 2009, AT 5:03 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “IRON OPERATING, LLC” TO “GREDE LLC”, FILED THE TWELFTH DAY OF JANUARY, A.D. 2010, AT 1:22 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GREDE LLC”.

		[SEAL]	/s/    Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4746558    8100H		AUTHENTICATION:	1967640
	141550378		DATE:	12-17-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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 27^th day of October, 2009.

/s/    Timothy J. Scallen        

Timothy J. Scallen, Authorized Person

DE083 - 2/20/07 CT System Online

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

DE084 [ILLEGIBLE] C T System Online

EX-3.5.20

Exhibit 3.5.20

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GREDE MACHINING LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF NOVEMBER, A.D. 2010, AT 4:43 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GREDE MACHINING LLC”.

		[SEAL]	/s/    Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4893414    8100H		AUTHENTICATION:	1768275
	141277175		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:55 PM 11/03/2010

FILED 04:43 PM 11/03/2010

SRV 101054795 - 4893414 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Grede Machining 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.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 29^th day of October, 2010.

By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President

Troy_589149_1

EX-3.5.21

Exhibit 3.5.21

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, GEORGE PETAK, 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.
	GEORGE PETAK, Administrator Division of Corporate and Consumer Services Department of Financial Institutions
DATE: OCT 10 2014	BY:

Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed by the Corporations Division of the Secretary of State and is the successor custodian of corporate records formerly held by the Secretary of State.

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)	¨ Limited Partnership (Ch. 179, Wis. Stats.) x Business Corporation (Ch. 180, Wis. Stats.) ¨ Nonstock Corporation (Ch. 181, Wis. Stats.) ¨ Limited Liability Company (Ch. 183, Wis. Stats.)	Organized under the
Entity Type		laws of
		Wisconsin
		(state or country *)

2. Does the converting entity have a fee simple ownership interest in any Wisconsin real estate?

x  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.

3. After conversion:
Company Name:

Grede Wisconsin Subsidiaries LLC

Indicate (X)	¨ Limited Partnership (Ch. 179, Wis. Stats.) ¨ Business Corporation (Ch. 180, Wis. Stats.) ¨ Nonstock Corporation (Ch. 181, Wis. Stats.) x Limited Liability Company (Ch. 183, Wis. Stats.)	Organized under the
Entity Type		laws of
		Wisconsin
		(state or country)

FILING FEE - $150.00 Use of this form is mandatory.

DFI/CORP/1000(R06/06)	1
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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, WI 53717
Additional Entry for a Limited Partnership only à	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 WI (Street & Number, City, State (WI) and ZIP code):
	8040 Excelsior Drive, Suite 200 Madison, WI 53717
Additional Entry for a Limited Partnership only à	Record Office:

DFI/CORP/1000(R06/06)	2
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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:  ¨  General Partner	For a corporation
For a limited liability company	Title:  x  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 non-refundable. Sign the document manually or otherwise allowed under sec. 179.14 (1g)(c), 180.0103 (16), 181.0103 (23) or 183.0107 (1g)(c), Wis. Stats.
Mailing Address:
Department of Financial Institutions	Physical Address for Express Mail:
Division of Corporate & Consumer Services P O Box 7846 Madison WI 53707-7846	Department of Financial Institutions Division of Corporate & Consumer Services 345 W. Washington Ave – 3rd Fl. Madison WI 53703	Phone: 608-261-7577     FAX: 608-267-6813     TTY: 608-266-8818

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.

DFI/CORP/1000(R06/06)	3
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Sec. 179.76(3) & (5),
180.1161(3) & (5),
181.1161(3) & (5) and
183.1207(3) & (5),	State of Wisconsin
Wis. Stats.	DEPARTMENT OF FINANCIAL INSTITUTIONS
	Division of Corporate & Consumer Services

EXHIBIT A

PLAN OF CONVERSION

1. Before conversion:

Company Name:
Citation Foundry Corporation
Indicate (X) Entity Type	¨ Limited Partnership (Ch. 179, Wis. Stats.) x 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. After conversion:
Company Name:
Grede Wisconsin Subsidiaries LLC
Indicate (X) Entity Type	¨ Limited Partnership (Ch. 179, Wis. Stats.) ¨ Business Corporation (Ch. 180, Wis. Stats.) ¨ Nonstock Corporation (Ch. 181, Wis. Stats.) x Limited Liability Company (Ch. 183, Wis. Stats.)	Organized under the laws of Wisconsin (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.

DFI/CORP/1000(R06/06) 5

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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 )

DFI/CORP/1000(R06/06) 6

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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. See 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 x 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, WI 53717

(NOTICE: Articles of Organization may contain only the above information.)

Fee simple ownership interest  x  Yes  ¨  No (for DFI use only)
CERTIFICATE OF CONVERSION
Gene P. Bowen     Bodman LLP     201 W. Big Beaver Rd.     Suite 500     Troy, MI 48084 p 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.

DFI/CORP/1000(R06/06) 4

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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, GEORGE PETAK, 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.
	GEORGE PETAK, Administrator Division of Corporate and Consumer Services Department of Financial Institutions
DATE: OCT 10 2014	BY:

Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed by the Corporations Division of the Secretary of State and is the successor custodian of corporate records formerly held by the Secretary of State.

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)

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 County, 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 18^th day of November, 1985.

Peter M. Sommerhauser

STATE OF WISCONSIN	)
	)	SS
COUNTY OF MILWAUKEE	)

Personally came before me this 18^th 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.

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

# 70⁰⁰ Articles

Green Lake

STATE OF WISCONSIN

FILED

NOV 20 1985

DOUGLAS LA FOLLETTE

SECRETARY OF STATE

PLEASE RETURN TO:

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, GEORGE PETAK, 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. GEORGE PETAK, Administrator Division of Corporate and Consumer Services Department of Financial Institutions
DATE: OCT 10 2014	BY:

Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed by the Corporations Division of the Secretary of State and is the successor custodian of corporate records formerly held by the Secretary of State.

	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         

1373036

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 **

1373036 2

Executed on the 29^th day of June, 2005

SURVIVING BUSINESS ENTITY:
BERLIN FOUNDRY CORPORATION
By:
	Geoffrey A. Bell
	Its Vice-President
OTHER PARTIES TO THE MERGER:
HI-TECH, INC.
By:
	Geoffrey A. Bell
	Its Vice-President
IROQUOIS FOUNDRY CORPORATION
By:
	Geoffrey A. Bell
	Its Vice-President
BOHN ALUMINUM, INC.
By:
	Geoffrey A. Bell
	Its Vice-President

This document was executed outside the State of Wisconsin.

1373036 3

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 Bohn 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

1372935 v2

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.

1372935 v2 2

(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. Manner 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.

1372935 v2 3

IN WITNESS WHEREOF, the undersigned has caused this Plan of Merger to be executed on this the 29^th day of June, 2005. This document was executed outside the State of Wisconsin.

BERLIN FOUNDRY CORPORATION
By:
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
HI-TECH, INC.
By:
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
IROQUOIS FOUNDRY CORPORATION
By:
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
BOHN ALUMINUM, INC.
By:
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005

1372935 4

EX-3.5.22

Exhibit 3.5.22

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GSC RIII - GREDE CORP.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D. 2010, AT 6:28 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “GSC RIII - GREDE CORP.”.

			Jeffrey W. Bullock, Secretary of State
	4782675    8100H		AUTHENTICATION:	1768281
	141277192		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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.

NY 72511267v3

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

NY 72511267v3

EX-3.5.23

Exhibit 3.5.23

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEPHAESTUS HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2005, AT 3:49 O’CLOCK P.M.

RESTATED CERTIFICATE, FILED THE SECOND DAY OF OCTOBER, A.D. 2006, AT 5:31 O’CLOCK P.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “HEPHAESTUS HOLDINGS, INC.” TO “HEPHAESTUS HOLDINGS, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:41 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HEPHAESTUS HOLDINGS, LLC”.

		[SEAL]	/s/    Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4023055    8100H		AUTHENTICATION:	1768321
	141277248		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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.

Doc #:NY7:28438.3

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.

8.1 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

Doc #:NY7:28438.3

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

Doc #:NY7:28438.3

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 any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

Doc #:NY7:28438.3

4

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

Doc #:NY7:28438.3

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 30^th day of August, 2005.

By:	/s/    Ndidi A. Oriji
	Name:	Ndidi A. Oriji
	Title:	Incorporator

Doc #:NY7:28438.3

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 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

- 2 -

(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.

- 4 -

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 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 03:42 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 03:41 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:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

DE175 - 08/24/2011 C T System Online

EX-3.5.24

Exhibit 3.5.24

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HHI FORGING, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2005, AT 3:51 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “HEPHAESTUS INTERMEDIATE HOLDINGS, INC.” TO “HHI FORGING, INC.”, FILED THE TWENTY-EIGHTH DAY OF MARCH, A.D. 2008, AT 7:03 O’CLOCK P.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “HHI FORGING, INC.” TO “HHI FORGING, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:41 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HHI FORGING, LLC”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4023058    8100H		AUTHENTICATION:	1768334
	141277258		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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.

Doc #:NY7:28326.3

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.

8.1 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

Doc #:NY7:28326.3

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

Doc #:NY7:28326.3

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 any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

Doc #:NY7:28326.3

4

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

Doc #:NY7:28326.3

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 30^th day of August, 2005.

By:	/s/    Ndidi A. Oriji
	Name:	Ndidi A. Oriji
	Title:	Incorporator

Doc #:NY7:28326.3

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

1639536

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 5th day 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. § 18-201

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

DE175 - 08/24/2011 C T System Online

EX-3.5.25

Exhibit 3.5.25

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HHI FORMTECH HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2009, AT 6:10 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HHI FORMTECH HOLDINGS, LLC”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4733613    8100H		AUTHENTICATION:	1768348
	141277276		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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 FormTech 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

1802493

EX-3.5.26

Exhibit 3.5.26

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HHI FORMTECH, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FIRST DAY OF JULY, A.D. 2009, AT 4:04 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “HHI POWERTRAIN, LLC” TO “HHI FINANCE, LLC”, FILED THE ELEVENTH DAY OF AUGUST, A.D. 2009, AT 12:34 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “HHI FINANCE, LLC” TO “HHI FUNDING, LLC”, FILED THE TWELFTH DAY OF AUGUST, A.D. 2009, AT 3:21 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “HHI FUNDING, LLC” TO “HHI FORMTECH, LLC”, FILED THE THIRTIETH DAY OF SEPTEMBER, A.D. 2009, AT 9:57 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HHI FORMTECH, LLC”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4711859    8100H		AUTHENTICATION:	1768374
	141277295		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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

1781663

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 HHI Finance, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 11^th day of August, 2009.

HHI POWERTRAIN, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

1786804

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 12^th day of August, 2009.

HHI FINANCE, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

1787397

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 30^th day of September, 2009.

HHI FUNDING, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

1803856

EX-3.5.27

Exhibit 3.5.27

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HHI FUNDING II, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF SEPTEMBER, A.D. 2009, AT 11:55 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HHI FUNDING II, LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4736696    8100H		AUTHENTICATION:	1768381
141277302		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:38 PM 09/30/2009

FILED 11:55 AM 09/30/2009

SRV 090897002 – 4736696 FILE

CERTIFICATE OF FORMATION

OF

HHI FUNDING II, LLC

Pursuant to 6 Del. C. § 18-201

1. The name of the limited liability company is HHI Funding II, 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 30^th day of September, 2009.

/s/    Daniel R. Gross        

Daniel R. Gross

Authorized Person

EX-3.5.28

Exhibit 3.5.28

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HHI HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF APRIL, A.D. 2008, AT 1:29 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2014, AT 1:44 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HHI HOLDINGS, LLC”.

	{SEAL}
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4538529    8100H		AUTHENTICATION:	1768385
141277311		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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

EX-3.5.29

Exhibit 3.5.29

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “IMPACT FORGE GROUP, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWELFTH DAY OF JUNE, A.D. 2006, AT 11:44 O’CLOCK A.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “IMPACT FORGE GROUP, INC.” TO “IMPACT FORGE GROUP, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:43 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:43 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 11:43 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “IMPACT FORGE GROUP, LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4173201    8100H		AUTHENTICATION:	1768392
141277324		DATE:	10–09–14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.

8.1 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 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 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.

3

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:

Michael Psaros

200 Park Avenue

New York, NY 10166

4

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-3.5.30

Exhibit 3.5.30

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “IMPACT FORGE HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWELFTH DAY OF JUNE, A.D. 2006, AT 11:46 O’CLOCK A.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “IMPACT FORGE HOLDINGS, INC” TO “IMPACT FORGE HOLDINGS, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:45 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:45 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:42 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “IMPACT FORGE HOLDINGS, LLC”.

4173202    8100H         141277315	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 1768386                       DATE: 10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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.

8.1 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 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 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.

3

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:

Michael Psaros

200 Park Avenue

New York, NY 10166

4

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 5th day 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 – 4173202 FILE

CERTIFICATE OF FORMATION

OF

IMPACT FORGE HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

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 09/23/2014

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:	Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.5.31

Exhibit 3.5.31

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “JERNBERG HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2005, AT 3:52 O’CLOCK P.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “JERNBERG HOLDINGS, INC.” TO “JERNBERG HOLDINGS, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:43 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:43 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:41 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “JERNBERG HOLDINGS, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4023065    8100H	[SEAL]	AUTHENTICATION:	1768391
141277323		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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 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.

8.1 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 any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

4

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 30^th 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 this 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-3.5.32

Exhibit 3.5.32

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “JERNBERG INDUSTRIES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF AUGUST, A.D. 2005, AT 3:53 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “NEW JERNBERG INDUSTRIES, INC.” TO “JERNBERG INDUSTRIES, INC.”, FILED THE EIGHTH DAY OF SEPTEMBER, A.D. 2005, AT 7:59 O’CLOCK P.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “JERNBERG INDUSTRIES, INC.” TO “JERNBERG INDUSTRIES, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:44 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:44 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:42 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “JERNBERG INDUSTRIES, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4023068    8100H	[SEAL]	AUTHENTICATION:	1768393
141277332		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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 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.

8.1 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 any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

4

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 30^th 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:

1. 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 8^th 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

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: 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 INDUSTRIES, 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

1. 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-3.5.33

Exhibit 3.5.33

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KYKLOS BEARING INTERNATIONAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF FEBRUARY, A.D. 2008, AT 8:15 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “KYKLOS, INC.” TO “KYKLOS BEARING INTERNATIONAL, INC.”, FILED THE TWENTY-SIXTH DAY OF FEBRUARY, A.D. 2008, AT 11:10 O’CLOCK A.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “KYKLOS BEARING INTERNATIONAL, INC.” TO “KYKLOS BEARING INTERNATIONAL, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:42 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2014, AT 1:51 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4502555    8100H		AUTHENTICATION:	1768396
141277338		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

Delaware	PAGE 2
The First State

AFORESAID LIMITED LIABILITY COMPANY, “KYKLOS BEARING INTERNATIONAL, LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4502555    8100H		AUTHENTICATION:	1768396
141277338		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:23 AM 02/11/2008

FILED 08:15 AM 02/11/2008

SRV 080139203 – 4502555 FILE

CERTIFICATE OF INCORPORATION

of

KYKLOS, 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 “Kyklos, 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, 330 North Wabash Avenue, Suite 4000, 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.

8.1 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 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 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.

3

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:

Michael Psaros

200 Park Avenue

New York, NY 10166

4

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 11th day of February, 2008.

By:	/s/ Michael L. Whitchurch
	Name:	Michael L. Whitchurch
	Title:	Incorporator

5

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:42 AM 02/26/2008

FILED 11:10 AM 02/26/2008

SRV 080222759 – 4502555 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

KYKLOS, INC.

The undersigned, being a duly elected officer of Kyklos, 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 Kyklos Bearing International, 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 25th day of February, 2008.

KYKLOS, INC.
a Delaware corporation
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	President & CEO

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005138 – 4502555 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 February 11, 2008.

4. The name of the Corporation immediately prior to filing this Certificate is: Kyklos Bearing International, Inc.

5. The name of the Limited liability Company as set forth in the Certificate of Formation is: Kyklos Bearing International, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

KYKLOS BEARING
INTERNATIONAL, 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 090005138 – 4502555 FILE

CERTIFICATE OF FORMATION

OF

KYKLOS BEARING INTERNATIONAL, LLC

Pursuant to 6 Del C. § 18-201

1. The name of the limited liability company is Kyklos Bearing International, 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

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 KYKLOS BEARING INTERNATIONAL, 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 02:09 PM 10/03/2014

FILED 01:51 PM 10/03/2014

SRV 141255676 – 4502555 FILE

DE175-08/24/2011 CT System Online

EX-3.5.34

Exhibit 3.5.34

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KYKLOS HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF FEBRUARY, A.D. 2008, AT 8:16 O’CLOCK A.M.

CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM “KYKLOS HOLDINGS, INC.” TO “KYKLOS HOLDINGS, LLC”, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:41 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2009, AT 3:41 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER, A.D. 2014, AT 1:50 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “KYKLOS HOLDINGS, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4502556    8100H		AUTHENTICATION:	1768402
141277344		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:23 AM 02/11/2008

FILED 08:16 AM 02/11/2008

SRV 080139205 – 4502556 FILE

CERTIFICATE OF INCORPORATION

of

KYKLOS 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 “Kyklos 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, 330 North Wabash Avenue, Suite 4000, 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.

8.1 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 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 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.

3

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:

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 11th day of February, 2008.

By:	/s/ Michael L. Whitchurch
	Name:	Michael L. Whitchurch
	Title:	Incorporator

5

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:41 PM 01/05/2009

FILED 03:41 PM 01/05/2009

SRV 090005094 – 4502556 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 February 11, 2008.

4. The name of the Corporation immediately prior to filing this Certificate is: Kyklos Holdings, Inc.

5. The name of the limited Liability Company as set forth in the Certificate of Formation is: Kyklos Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

KYKLOS 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 01/05/2009

FILED 03:41 PM 01/05/2009

SRV 090005094 – 4502556 FILE

CERTIFICATE OF FORMATION

OF

KYKLOS HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1. The name of the limited liability company is Kyklos 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 02:05 PM 10/03/2014

FILED 01:50 PM 10/03/2014

SRV 141255660 – 4502556 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 KYKLOS 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-3.5.35

Exhibit 3.5.35

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MD INVESTORS CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SECOND DAY OF JULY, A.D. 2009, AT 1:05 O’CLOCK P.M.

RESTATED CERTIFICATE, FILED THE SIXTEENTH DAY OF OCTOBER, A.D. 2009, AT 2:07 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE EIGHTEENTH DAY OF DECEMBER, A.D. 2012, AT 8:13 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2014, AT 3:43 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “MD INVESTORS CORPORATION”.

4705665    8100H         141277353	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 1768407                       DATE: 10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:19 PM 07/02/2009

FILED 01:05 PM 07/02/2009

SRV 090670334 – 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 $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 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

2

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

4

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

6

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

7

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

9

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 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.

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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.

*    *    *    *    *

11

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.

A-2

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-3.5.36

Exhibit 3.5.36

    Delaware               PAGE 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:31 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “METALDYNE, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
4731825 8100H		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 1768479
141277460		DATE: 10-09-14
You may verify this certificate online at corp. delaware.gov/authver.shtml

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, Ml 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-3.5.37

Exhibit 3.5.37

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE BSM, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:21 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “METALDYNE BSM, LLC”.

	[SEAL]
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4731793    8100H		AUTHENTICATION:	1768412
141277360		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.38

Exhibit 3.5.38

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE M&A BLUFFTON, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:23 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “METALDYNE M&A BLUFFTON, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4731796    8100H		AUTHENTICATION:	1768415
141277364		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.39

Exhibit 3.5.39

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE POWERTRAIN COMPONENTS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:15 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “METALDYNE POWERTRAIN COMPONENTS, INC.”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4731786    8100H		AUTHENTICATION:	1768463
141277434		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.40

Exhibit 3.5.40

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE SINTERED RIDGWAY, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:20 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “METALDYNE SINTERED RIDGWAY, LLC”.

	[SEAL]	/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4731791    8100H		AUTHENTICATION:	1768473
141277445		DATE:	10-09-14

You may verify this certificate online

at corp.delaware.gov/authver.shtml

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-3.5.41

Exhibit 3.5.41

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “METALDYNE SINTERFORGED PRODUCTS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 1:12 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “METALDYNE SINTERFORGED PRODUCTS, LLC”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4731783    8100H		AUTHENTICATION:	1768474
	141277453		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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-3.5.42

Exhibit 3.5.42

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PUNCHCRAFT MACHINING AND TOOLING, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE SECOND DAY OF OCTOBER, A.D. 2009, AT 6:09 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PUNCHCRAFT MACHINING AND TOOLING, LLC”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4738153    8100H		AUTHENTICATION:	1768503
	141277478		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

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-3.5.43

Exhibit 3.5.43

Delaware	PAGE 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D. 2010, AT 2:51 O’CLOCK P.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “TCW SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.” TO “SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.”, FILED THE TWELFTH DAY OF OCTOBER, A.D. 2012, AT 5:09 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.”.

		[SEAL]	/s/ Jeffrey W. Bullock
			Jeffrey W. Bullock, Secretary of State
	4781290    8100H		AUTHENTICATION:	1768506
	141277486		DATE:	10-09-14
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:51 PM 01/27/2010

FILED 02:51 PM 01/27/2010

SRV 100079119 - 4781290 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is TCW SHOP IV Subsidiary Investment (Grede), Inc..

• Second: Its registered office in the State of Delaware is to be located at 160 Greentree Dr., Ste. 101 Street, in the City of Dover County of Kent Zip Code 19904. The registered agent in charge thereof is National Registered Agents, Inc..

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 to issue is 1,000 shares (number of authorized shares) with a par value of 0.0100000000 per share.

• Fifth: The name and mailing address of the incorporator are as follows:

Name Jane M. Gately

Mailing Address	c/o TCW, 865 S. Figueroa Street
	Los Angeles, CA	Zip Code	90017

• 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 27th day of January, A.D. 2010.

BY:	/s/ Jane M. Gately
	(Incorporator)
NAME:	Jane M. Gately
	(type or print)

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 10^th day of October, 2012.

/s/ George P. Hawley

George P. Hawley

Senior Vice President

EX-3.5.44

Exhibit 3.5.44

  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 10th day of October, 2014.
Mark Martin
Arkansas Secretary of State
By:
	Julia Butler

FILED - Arkansas Secretary of State #100136874 10/25/1996 00:00

Instructions: File in DUPLICATE with the Secretary of State, State Capitol, Little Rock, Arkansas 72201-1094. A copy will be returned after filing has been completed.

PLEASE TYPE OR CLEARLY PRINT IN INK 136874                

State of Arkansas - Office of Secretary of State

ARTICLES OF ORGANIZATION

                

The undersigned authorized manager or member or person forming this Limited Liability Company under the Small Business Entity Tax Pass Through Act, Act 1003 of 1993, adopt the following Articles of Organization of such Limited Liability Company:

First:	The Name of the Limited Liability Company is:
	THE MESH COMPANY, LLC
	Must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviation “LLC.,” “L.C.,” “LLC,” or “LC.” The word “Limited” may be abbreviated as “Ltd.”, and the word “Company” may be abbreviated as “Co.” Companies which perform PROFESSIONAL SERVICE MUST additionally contain the words “Professional Limited Liability Company,” “Professional Limited Company,” or the abbreviations “P.L.L.C.,” “P.LC.,” “PLLC,” or “PLC.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”
Second:	Address of registered office of the Limited Liability Company which may be, but need not be, the place of business shall be:
	c/o CLOYES GEAR AND PRODUCTS, INC.
	1611 WEST WALNUT STREET
	PARIS, ARKANSAS 72855
Third:	The name of the registered agent and the business residence or mailing address of said agent shall be:
	THE CORPORATION COMPANY
	417 Spring Street
	Little Rock, Arkansas 72201
	(a) Acknowledgment and acceptance of appointment MUST be signed. I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named Limited liability Company. THE CORPORATION COMPANY
	Please sign here
Fourth:	The latest date (month, day, year) upon which this Limited Liability Company is to dissolve:
	DECEMBER 31, 2046
Fifth:	IF THE MANAGEMENT OF THIS COMPANY IS VESTED IN A MANAGER OR MANAGERS, A STATEMENT TO THAT EFFECT MUST BE INCLUDED IN THE SPACE PROVIDED OR BY ATTACHMENT:
	MANAGEMENT OF THE MESH COMPANY, LLC IS VESTED IN MANAGERS ACTING BY AND THROUGH A MANAGEMENT COMMITTEE.
PLEASE TYPE OR PRINT CLEARLY IN INK THE NAME OF THE PERSON (S) AUTHORIZED TO EXECUTE THIS DOCUMENT.
	M. TREVOR MYERS

Signature of authorized manager, member, or person forming this Company:

Filing Fee $50.00 LL-01

(ARK. - LLC 3281 - 6/8/93)

FILED - Arkansas Secretary of State #100136874 08/03/1998 00:00

NOTICE OF CHANGE OF REGISTERED OFFICE BY THE REGISTERED AGENT For Limited Liability Companies

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.

¨     Foreign Limited Liability Company

x     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 Address, City, State, Zip

4. Name of present registered agent: The Corporation Company

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 Authorized Officer

Vice-President, The Corporation Company

Title of Authorized Officer

FILED - Arkansas Secretary of State #100136874 01/09/2008 15:37

	Arkansas Secretary of State Charlie Daniels	State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov
	Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION

(PLEASE TYPE OR PRINT CLEARLY IN INK)

1.  a. Current Name of Commercial Registered Agent:     The Corporation Company

  b. New name of Commercial Registered Agent:     The Corporation Company

2.	a.	Current address on file:	425 West Capitol Avenue
			Street Address

Suite 1700		Little Rock, AR                                72201
	Street Address Line 2	City, State, Zip

b.	New address:	124 West Capitol Avenue
		Street Address

Suite 1400	Little Rock, AR                             72201-3736
Street Address Line 2	City, State Zip

3.  a. Jurisdiction / type of organization:         Business Corporation

	b.	New jurisdiction / new type of organization:
4.	Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

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 imprisonment up to 30 days.

Executed this 27th day of December, 2007.

	MARIE HAUER
Signature and Title of Authorized Individual	Printed Name of Authorized Individual

NO FEE CRA-CF Rev. 08/07

FILED - Arkansas Secretary of State #100136874 06/23/2008 14:17

	Arkansas Secretary of State Charlie Daniels	State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov
	Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION

(PLEASE TYPE OR PRINT CLEARLY IN INK)

1.  a. Current Name of Commercial Registered Agent:     THE CORPORATION COMPANY

  b. New name of Commercial Registered Agent:     THE CORPORATION COMPANY

2.  a. Current address on file:     124 West Capitol Avenue

                                                             Street Address

  Suite 1400                         Little Rock, AR 72201- 3736

Street Address Line 2    City, State, Zip

 b. New address: 124 West Capitol Avenue

                                                               Street Address

      Suite 1900                     Little Rock, AR 72201

        Street Address Line 2 City, State Zip

3.  a. Jurisdiction / type of organization:         BUSINESS CORPORATION

  b. New jurisdiction / new type of organization:

4. Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

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 Imprisonment up to 30 days.

Executed this 28th day of April, 2008.

	MARIE HAUER
Signature and Title of Authorized Individual	Printed Name of Authorized Individual

NO FEE CRA-CF Rev. 08/07

FILED - Arkansas Secretary of State - Mark Martin - Doc#: 2804857002 - Filing#: 100136874 - Filed On: 10/2/2012 1:07:00 PM - Page(s): 1

	Arkansas Secretary of State Mark Martin	State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov
	Business & Commercial Services, 250 Victory Building, 1401 W. 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: The Mesh Company, LLC

and it is duly organized, created and existing under and by virtue of the laws of the State of Arkansas.

2. The Articles of Organization were filed on: October 25, 1996.

3. The amendment to the Articles of Organization was adopted on: March 11, 2010,

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.

4. If this is a restatement of Articles of Organization, please write in the words “Restatement of Articles of               ”

(fill in with the present name of your company).

M. Trevor Myers, President and CEO of Cloyes Gear and Products, Inc., the sole Member

Name

Signature

Title

Filing Fee: $25.00 LL-02 Rev. 2/03

AR036-02/01/2011 CT System Online

EX-3.6.1

Exhibit 3.6.1

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, 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.

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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

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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.

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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:
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO LLC AGREEMENT OF ASP GREDE ACQUISITIONCO LLC]

EX-3.6.2

Exhibit 3.6.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASP GREDE INTERMEDIATE HOLDINGS LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ASP Grede Intermediate Holdings LLC (the “Company”) is entered into this 20th day of October, 2014 by the Company and MPG Holdco I Inc. (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”).

WHEREAS, the Company was formed on March 25, 2014 as a limited liability company pursuant to the provisions of the Act by the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware (the “Certificate”) and by entering into a limited liability company agreement (the “Initial Agreement”) pursuant to which ASP Grede Holdings LLC (the “Initial Member”) became a member of the Company;

WHEREAS, on July 24, 2014, the Initial Member amended and restated the Initial Agreement by entering into the Amended and Restated Limited Liability Agreement of the Company (the “Amended and Restated LLC Agreement”);

WHEREAS, as of August 4, 2014, the Initial Member held all of the outstanding Units (as defined in the Amended and Restated LLC Agreement) and no other equity interests or equity securities of the Company were outstanding;

WHEREAS, on August 4, 2014, the Initial Member filed a Certificate of Cancellation with the Secretary of State of the State of Delaware and in connection with the dissolution of the Initial Member, all of the Initial Member’s right, title and interest in and to 100% of the Units were transferred and conveyed to Metaldyne Performance Group Inc. (“MPG”) pursuant to and in accordance with Section 7.01 of the Amended and Restated LLC Agreement;

WHEREAS, on October 20, 2014, MPG entered into that certain Contribution and Exchange Agreement by and between MPG and the Member pursuant to which the right, title and interest in and to 100% of the Units were contributed to the Member; and

WHEREAS, as of the date hereof, the Member holds all of the outstanding Units and no other equity interests or equity securities of the Company are outstanding, and the Member desires to enter into this Agreement in the form hereof, among other things, to amend and restate the Amended and Restated LLC Agreement in its entirety.

1. Name. The name of the limited liability company governed hereby is ASP Grede Intermediate Holdings LLC.

2. Certificates. Eric L. Schondorf, as an authorized person within the meaning of the Act, executed, delivered and filed the Certificate. 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
MPG Holdco I Inc.	c/o American Securities 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 in accordance with the Act and shall continue until the dissolution of the Company in accordance with Section 19.

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.

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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, 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:

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Name	Title
Kevin Penn	President
Douglas Grimm	Chief Executive Officer
Louis Lavorata	Vice President
Loren Easton	Vice President
Eric L. Schondorf	Vice President and Secretary

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. 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.

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.

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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 in the Company, as determined in its sole discretion.

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.

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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 Member agrees that the Company is intended to be classified as an association taxable as a corporation for federal, state and local income tax purposes and, unless and until otherwise determined by the Member, the Company shall be treated as a corporation for purposes of federal, state and local income and other taxes, to the extent permitted by applicable law, and further agrees not to take any position or make any election, in a tax return or otherwise, inconsistent therewith.

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.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

MEMBER
MPG HOLDCO I INC.
By:	/s/ Eric L. Schondorf
	Name: Eric L. Schondorf
	Title: Vice President and Assistant Secretary
COMPANY
ASP GREDE INTERMEDIATE HOLDINGS LLC
By:	/s/ Eric L. Schondorf
	Name: Eric L. Schondorf
	Title: Vice President and Secretary

[SECOND A&R LLC AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC]

EX-3.6.3

Exhibit 3.6.3

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.4

Exhibit 3.6.4

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.5

Exhibit 3.6.5

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.6

Exhibit 3.6.6

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.7

Exhibit 3.6.7

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.8

Exhibit 3.6.8

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.9

Exhibit 3.6.9

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 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.10

Exhibit 3.6.10

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

BEARING HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Bearing 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

1.1 Name and Term. The name of the Company is “Bearing 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 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.

1.3 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 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

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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.

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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 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.

*        *        *         *        *

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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:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Bearing Holdings, LLC

[1.4.11.1] [Bearing Holdings LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Holdings, LLC	2727 W. 14 Mile Road	1,000
	Royal Oak, MI 48073

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A-1

EX-3.6.11

Exhibit 3.6.11

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

CITATION LOST FOAM PATTERNS, LLC

Dated as of

JANUARY 8, 2009

OPERATING AGREEMENT

FOR

CITATION LOST FOAM PATTERNS, LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT is made on January 8, 2009 between Citation Lost Foam Patterns, LLC, a Delaware 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 Delaware Limited Liability Company Act, being Title 6, Section 18-101, 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 Formation Certificate and any other applicable laws or bylaws. The Admission Agreement shall have the terms and conditions as required by the Manager.

1.3 “Agreement” means this Agreement as it may be amended in accordance with the provisions of Section 8.3 hereof.

1.4 “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.

1.5 “Capital Commitment” means the amount which each Member agrees from time to time to contribute to the capital of the Company.

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

1.7 “Company” means Citation Lost Foam Patterns, LLC, a Delaware limited liability company.

1.8 “Formation Certificate” means the Certificate of Formation filed by the Company with the Secretary of State of the State of Delaware.

1.9 “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.

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1.10 “Regulations” means the regulations issued by the United States Department of Treasury under the Code.

1.11 “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 Delaware limited liability company under and pursuant to the Act by the filing of the Formation Certificate with the Secretary of State of the State of Delaware.

2.2 Name. The name of the Company shall be Citation Lost Foam Patterns, 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 Formation Certificate 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 Formation Certificate 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 Formation Certificate 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 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.

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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, Bach 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.

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.

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3.7 Compliance with Section 704(b) of the Code. The provisions of this Agreement 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 Commitments and Contributions. The Member shall make such Capital Commitments as agreed from time to time. The Sharing Ratio for the initial Member is 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.

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 file 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.

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.

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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. 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.

6.2 Charging Order. Any Member whose membership interest is subject to a charging order as provided in Section 703 of the Act 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: (i) the disposition would not comply with all applicable state and federal securities laws and regulations; or (ii) the transferee of the membership interest fails to execute an Admission Agreement, and to provide the Managers with the information and other agreements that the Company may require in connection with such a transfer. If admitted, the 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 Formation Certificate, this Agreement, and the Act.

ARTICLE 7

MEMBERS

7.1 Voting. All Members shall be entitled to vote on any matter submitted to a vote of the Members. Notwithstanding the foregoing, the Members shall have the right to vote on each of the matters identified in Section 8.3 of this Agreement.

7.2 Required Vote. Unless a greater vote is required by the Act, the Formation Certificate or this Agreement, the affirmative vote or consent of Members entitled to vote or consent on such matter assuring a majority of the Sharing Ratios of all Members 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. 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.

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ARTICLE 8

MANAGEMENT

8.1 Management of Business. The Company shall be managed by two (2) Managers, (referred to in this Agreement as “Manager” or “Managers”). The initial managers shall be Douglas J. Grimm and Louis R. Lavorata. The terms, duties, compensation and benefits, if any, of the Managers shall be determined by the Members and by this Agreement If there is more than one Manager and a vote of the Managers is required for any purpose, then each Manager shall have one vote regardless of the Sharing Ratio of any Manager. A Manager need not be a Member.

8.2 General Powers of Managers. Except as may otherwise be provided in this Agreement, the ordinary and usual decisions concerning the business and affairs of the Company shall be made by the Managers. Each Manager 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, including, the power to: (a) purchase, lease or otherwise acquire any real or personal property; (b) sell, convey, mortgage, grant a security interest in, pledge, lease, exchange or otherwise dispose of, or encumber any real or personal property; (c) open one or more depository accounts and make deposits into and checks and withdrawals against such accounts; (d) borrow money, incur liabilities, and other obligations; (e) enter into any and all agreements and execute any and all contracts, documents and instruments; (f) engage employees and agents, define their respective duties, and establish their compensation or remuneration; (g) establish pension plans, trusts, profit sharing plans and other benefit and incentive plans for Members, employees and agents of the Company; (h) obtain insurance covering the business and affairs of the Company and its property and on the lives and well being of its Member employees and agents; (i) commence, prosecute or defend any proceeding in the Company’s name; and (j) participate with others in partnerships, joint ventures and other associations and strategic alliances.

8.3 Limitations. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by any Manager on behalf of the Company except by vote of the Members holding a majority of the Sharing Ratios of all Members with respect to (a) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; (b) any merger; (c) any mortgage, grant of security interest, pledge or encumbrance upon all or substantially all of the assets and property of the Company; (d) any amendment or restatement of the Formation Certificate or this Agreement; (e) the dissolution of the Company; or (f) any act that would contravene any provision of the Formation Certificate or this Agreement or the Act.

8.4 Vacancies. Any Manager vacancy shall be filled by a vote or written consent of the Members holding a majority of the Sharing Ratios of all Members. Each Manager so elected shall hold office until his successor is elected by the Members. A Manager vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Manager.

8.5 Removal. Managers may be removed for cause upon an affirmative vote of a majority of the Sharing Ratios of all Members. Managers may be removed without cause upon vote of the Members.

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8.6 Appointments. The Managers may from time to time appoint any Member or employee of the Company to perform such duty or duties as are provided to the Managers under this Agreement. Such appointment shall specify the nature of the duty or duties appointed and the time period during which such appointment shall exist.

8.7 Tax Matters Partner. Citation Corporation 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 9 OFFICERS

9.1 General. Except as may otherwise be provided in this Agreement, including the rights and powers of the Managers and 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 Managers. The Officer positions shall include a President and any other Officer(s) positions as established by the Managers from time to time. Each Officer shall have the rights and duties specified in this Agreement or by the Managers if not contrary to the terms of this Agreement.

9.2 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 Managers. 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 Managers with or without cause and with or without notice. The removal of an Officer shall be without prejudice to the 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 Managers.

9.3 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 Managers, 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.

9.4 President. Except to the extent that powers and duties are reserved to the Members or the Managers 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 10

EXCULPATION OF LIABILITY; INDEMNIFICATION

10.1 Exculpation of Liability. Unless otherwise provided by law or expressly assumed, a person who is a Member, Manager or Officer, shall not be liable to any other Member, Manager, Officer, the Company, or any third party for the acts, debts or liabilities of the Company.

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10.2 Indemnification. Except as otherwise provided in this Article, the Company shall indemnify and hold harmless any Member, Manager 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, Manager, 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, Manager, 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 the contrary, no indemnification shall be provided to any Member, Manager, 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 11

MISCELLANEOUS PROVISIONS

11.1 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.

11.2 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.

11.3 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.

11.4 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.

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11.5 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.

11.6 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 mall, postage paid, or when delivered in person, or by courier or by facsimile transmission.

11.7 Binding Effect. Subject to the provision of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributes, heirs, successors and assigns.

11.8 Governing Law. This Agreement is being executed and delivered in the State of Delaware and shall be governed by, construed and enforced in accordance with the laws of the State of Delaware.

ACCEPTED AND AGREED:

Company			Member
CITATION LOST FOAM PATTERNS, LLC,			CITATION CORPORATION,
a Delaware limited liability company			a Delaware corporation
By:			By:
	Name:	Louis R. Lavorata		Name:	Louis R. Lavorata
	Its:	Manager		Its:	Sr. Vice President and CFO

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EXHIBIT A

MEMBER	SHARING RATIO
Citation Corporation, a Delaware corporation		100	%

Page 1 of 1

FIRST AMENDMENT TO

OPERATING AGREEMENT

OF

CITATION LOST FOAM PATTERNS, LLC

This FIRST AMENDMENT (the “Amendment”) to the Operating Agreement (the “Operating Agreement”) of Citation Lost Foam Patterns, LLC, a Delaware limited liability company (“Company”), is made as of February 5, 2010, by the Company and its sole member, Grede II LLC, a Delaware limited liability company (the “Member”).

1. Purpose. The Company and Member entered into the Operating Agreement dated as of January 8, 2009. The consent of the Member is required to amend the Operating Agreement. The Member wants to amend the Operating Agreement as provided in this Amendment.

2. Amendment. The Member hereby adopts and approves, and the Company hereby acknowledges and agrees to, the amendment to the Operating Agreement as provided in this Section 2. All other terms and conditions of the Operating Agreement remain in full force and effect unchanged.

2.1 Section 6.3 of the Operating Agreement is amended and restated in its entirety to read as follows:

“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: (i) the disposition would not comply with all applicable state and federal securities laws and regulations; or (ii) other than with respect to a pledge of a membership interest as security, the transferee of the membership interest fails to execute an Admission Agreement, and to provide the Managers with the information and other agreements that the Company 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 Formation Certificate, this Agreement, and the Act.”

3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, by facsimile or PDF transmission, each of which shall be deemed an original and all of which, when taken together, shall be deemed to and constitute the same Amendment.

Signature page to First Amendment to Operating Agreement of Citation Lost Foam Patterns, LLC dated February 5, 2010
ADOPTED AND APPROVED:
Member:
Grede II LLC, a Delaware limited liability company
By:
Douglas J. Grimm
Its:	President and Chief Executive Officer
ACKNOWLEDGED AND AGREED:
Company:
Citation Lost Foam Patterns, LLC, a Delaware limited liability company
By:
Douglas J. Grimm
Its:	Manager

EX-3.6.12

Exhibit 3.6.12

AMENDED AND RESTATED

BY-LAWS

OF

CLOYES ACQUISITION COMPANY

ARTICLE I

Meetings of Stockholders

Section 1. 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 stating 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 days nor less than ten 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 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 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 days nor less than ten days before the date of such meeting, nor more than sixty 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. Until changed in accordance with the provisions of this section, the number of directors of the Corporation, none of whom need be stockholders, shall be one (1). The number of directors may be fixed or changed by amendment of these By-laws or by resolution of the board of directors.

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 of 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.

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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 may be filled by a majority vote of the remaining directors until an election to fill such vacancies is held. Stockholders entitled to elect directors 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 stockholders called for that purpose, and any directors elected at any such meeting of stockholders shall serve until the next annual election of directors and until their successors are elected and qualified.

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 filing 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 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 hours prior to the meeting and directed to the residence of each director as shown upon the secretary’s

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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.

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, curing 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 all by members of the committee.

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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 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, if one be elected, shall be the chief executive officer of the Corporation, shall preside at all meetings of the board of directors and meetings of stockholders 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 operating 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. If no chairman of the board be elected, the president shall be the chief executive officer of the Corporation. 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.

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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, 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 4. 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 the authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be 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 5. 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 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 shall have such other powers and 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. 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 or 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 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.

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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 god 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 pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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 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 extent 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

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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 were 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.

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 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, 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 purpose 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 opposed to the best interests of the Corporation” as referred to in this Article VI.

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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 form 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 (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 therefore 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, 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

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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 end on such date 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 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 annual meeting or at any special meeting at which a quorum shall be present.

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EX-3.6.13

Exhibit 3.6.13

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 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.

¹  Adopted as of March 20, 2015.

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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.

Section 8. Use of Communications Equipment. The Board of Directors may in its discretion authorize shareholders and proxies to be treated as present at any shareholders’ meetings (whether held at a physical location or solely through communications equipment) for quorum and other purposes, and to attend any shareholders’ meetings, by use of communication equipment that enables the shareholders or proxies an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the meeting contemporaneously with those physically (or otherwise) present.

ARTICLE II

Directors

Section 1. Number of Directors. The number of directors of the Corporation, which shall be no less than one (1) and no greater than nine (9), 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. The number of directors elected shall be deemed to be the number of directors fixed unless otherwise fixed by resolution adopted at the meeting at which such directors are elected.

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.

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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.

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.

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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 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.

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

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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 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 and the act of a majority of the members of the executive committee present at a meeting at which a quorum is present shall be the act of such committee. 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 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 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 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.

(a) The Corporation shall indemnify to the extent permitted under applicable law: (i) each director and officer and each former director and officer of the Corporation, and (ii) each current or former director or officer who is serving or has served at its request as a director, officer, or employee of another corporation (profit or nonprofit), partnership, joint venture, trust or other enterprise against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any past, pending, or threatened action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which he or she was, is, or may be made a party by reason of being or having been such director or officer (including each director or officer that is serving or has served at the Corporation’s request as a director, officer, employee, or agent of another entity, at the Corporation’s request); provided, that a determination is made (a) by the directors of the Corporation acting at a meeting at which a quorum consisting of the directors who neither were nor are parties to or threatened with any such action, suit, or proceeding is present, or (b) by the shareholders of the Corporation at a meeting held for such 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 or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal, that (x) such current or former director or officer was not, and has not been adjudicated to have been, negligent, or guilty of misconduct in the performance of his or her duty to the Corporation, (y) he or she acted in good faith in what he or she reasonably believed to be in the best interest of the Corporation, and (z) in any matter the subject of a criminal action, suit, or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.

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(b) The Corporation may indemnify: (i) each current or former employee or agent of the Corporation, and (ii) each current or former employee or agent of the Corporation who is serving or has served at its request as a director, officer, or employee of another corporation (profit or nonprofit), partnership, joint venture, trust or other enterprise against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any past, pending, or threatened action, suit, or proceeding, whether criminal, civil, administrative or investigative, to which he or she was, is, or may be made a party by reason of being or having been such director, officer, employee or agent; provided, a determination is made (a) by the directors of the Corporation acting at a meeting at which a quorum consisting of the directors who neither were nor are parties to or threatened with any such action, suit, or proceeding is present, or (b) by the shareholders of the Corporation at a meeting held for such 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 or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal, that (x) such current or former employee or agent of the Corporation was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his or her duty to the Corporation, (y) he or she acted in good faith in what he or she reasonably believed to be in the best interest of the Corporation, and (z) in any matter the subject of a criminal action, suit, or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.

(c) Expenses of each person indemnified hereunder incurred in defending a civil, criminal, administrative, or investigative action, suit, or proceeding (including all appeals) or threat thereof, may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors, whether a disinterested quorum exists or not, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such expenses if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation.

(d) The foregoing rights of indemnification shall not be deemed exclusive of, or in any way to limit, any other rights to which any person indemnified may become, entitled apart from the provisions of this Article VI, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 2. Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or designated agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or designated 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 such capacity, or arising out of his or her 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.

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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.

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

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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

Consistency With Articles of Incorporation

If any provisions of this Code of Regulations shall be inconsistent with the Articles of Incorporation of the Corporation (and as they may be amended from time to time), the Articles of Incorporation (as so amended at the time) shall govern.

ARTICLE XI

Amendments

This Code of Regulations may be amended or new regulations may be adopted: (a) at any meeting of shareholders called for such purpose by the affirmative vote of, or without a meeting by the written consent of, the holders of shares entitling them to exercise a majority of the voting power of the Corporation; or (b) by the affirmative vote of majority of the directors at any meeting called for such purpose, or without a meeting by the unanimous written consent of the directors.

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EX-3.6.14

Exhibit 3.6.14

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

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 1 of 6]

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.

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 2 of 6]

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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.

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 3 of 6]

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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 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.

*        *        *         *        *

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 4 of 6]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

GEARING HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of Cloyes Gear Holdings, LLC

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
GEARING Holdings, LLC	2727 W. 14 Road Royal Oak, MI 48073	1,000

[1.4.13.1] [Cloyes Gear Holdings LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.15

Exhibit 3.6.15

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

1.1 Name 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.

1.2 Formation 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.

1.3 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 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

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 1 of 6]

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.

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 2 of 6]

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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.

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 3 of 6]

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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 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.

*            *             *            *             *

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 4 of 6]

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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:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Forging Holdings, LLC

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.7.1] [Forging Holdings LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.16

Exhibit 3.6.16

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

[1.4.14.1] [Gearing Holdings LLC Agreements.pdf] [Page 1 of 6]

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.

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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 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.

*            *             *            *            *

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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:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of Gearing Holdings, LLC

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SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

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A-1

EX-3.6.17

Exhibit 3.6.17

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

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.

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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.

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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,

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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 otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

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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,

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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 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.

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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]

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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:
			Name:	Eric L. Schondorf
			Title:	Vice President and Secretary
	GSC RIII – GREDE CORP.
		By:
			Name:	Eric L. Schondorf
			Title:	Vice President and Secretary
	SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.
		By:
			Name:	Eric L. Schondorf
			Title:	Vice President and Secretary

[SECOND AMENDED AND RESTATED LLC AGREEMENT OF GREDE HOLDINGS LLC]

Schedule A

Members

Member	Capital 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-3.6.18

Exhibit 3.6.18

EXECUTION VERSION

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

GREDE II LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede II LLC is entered into this 2nd day of June, 2014 by 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 Grede II LLC (the “Company”).

2. Certificates. The Company was originally formed as a corporation duly organized under the General Corporation Law of the State of Delaware by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on May 24, 1994, as amended from time to time. By the filing of (i) a Certificate of Conversion from a Corporation to a Limited Liability Company pursuant to Section 18-214 of the Act on February 4, 2010 and (ii) a Certificate of Formation on February 4, 2010 (the “Certificate of Formation”), the Company was converted from a corporation to a limited liability company. 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 11.

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 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 Member. The name and the mailing address of the Member are as follows:

Name	Address
Grede Holdings LLC	c/o American Securities 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 21 of this Agreement.

10. 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 10 shall be made by the Member in its sole discretion.

11. 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, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company.

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e. The Member may be compensated for its services to the Company, as determined in its sole discretion.

12. 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 12 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
Douglas J. Grimm	Chief Executive Officer and President
Louis Lavorata	Senior Vice President, Chief Financial Officer and Treasurer
Stephen Busby	Assistant Treasurer, Assistant Secretary and Vice President
Loren Easton	Vice President
Eric L. Schondorf	Vice President and Secretary

13. 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.

14. 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 Member, (ii) any Affiliate (as defined below) 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 debts, obligations or liabilities of the Company. For purposes of this Agreement, an “Affiliate” shall mean, with respect to a specified

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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 the Member 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.

15. 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 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 the Member, the Covered Person shall resolve such conflict of interest, taking such action or

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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.

16. 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 16 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, determination by the 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 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 16 and advancement of expenses in Section 17 shall be limited by and in all events subject to any written agreement between the Company and any Officer

17. 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, 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 16.

18. 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.

19. 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 20 shall, upon the termination of the legal existence of the Member, devolve on its legal representative for the purpose of administering its property.

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20. Assignments. The Member may transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest in the Company, as determined in its sole discretion.

21. 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.

22. 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.

23. 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.

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. 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.

26. 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
GREDE HOLDINGS LLC
By:
	Name:	Douglas Grimm
	Title:	CEO and President

[SIGNATURE PAGE TO A&R LLC AGREEMENT OF GREDE II LLC]

EX-3.6.19

Exhibit 3.6.19

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

OF

GREDE LLC

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede LLC is entered into this 2nd day of June, 2014 by 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 Grede 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 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. 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 11.

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 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 Member. The name and the mailing address of the Member are as follows:

Name	Address
Grede Holdings LLC	c/o American Securities 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 21 of this Agreement.

10. 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 10 shall be made by the Member in its sole discretion.

11. 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, 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.

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12. 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 12 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
Douglas J. Grimm	Chief Executive Officer and President
Louis Lavorata	Senior Vice President and Chief Financial Officer
Loren Easton	Vice President
Eric L. Schondorf	Vice President and Secretary

13. 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.

14. 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 Member, (ii) any Affiliate (as defined below) 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 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.

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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 the Member 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.

15. 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 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 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

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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.

16. 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 16 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, determination by the 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 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 16 and advancement of expenses in Section 17 shall be limited by and in all events subject to any written agreement between the Company and any Officer

17. 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, 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 16.

18. 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.

19. 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 20 shall, upon the termination of the legal existence of the Member, devolve on its legal representative for the purpose of administering its property.

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20. Assignments. The Member may transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest in the Company, as determined in its sole discretion.

21. 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.

22. 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.

23. 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.

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. 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.

26. 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
GREDE HOLDINGS LLC
By:
	Name:	Douglas Grimm
	Title:	CEO and President

[SIGNATURE PAGE TO THIRD A&R LLC AGREEMENT OF GREDE LLC]

EX-3.6.20

Exhibit 3.6.20

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

GREDE MACHINING LLC

Dated as of

November 3, 2010

OPERATING AGREEMENT

FOR

GREDE MACHINING LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT is made on November 3, 2010 between Grede Machining LLC, a Delaware limited liability company, and the Members 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 Delaware Limited Liability Company Act, being Title 6, Section 18-101, 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 7.2 hereof.

1.4 “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

1.5 “Capital Commitment” means the amount as set forth in Exhibit A, which each Member agrees to contribute to the capital of the Company upon the execution of this Agreement.

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

1.7 “Company” means Grede Machining LLC, a Delaware limited liability company.

1.8 “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, retrieved and reviewed by the recipient; and (iii) it may be directly reproduced in paper form by the recipient through an automated process.

1.9 “Formation Certificate” means the Certificate of Formation filed by the Company with the Secretary of State of the State of Delaware.

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 Delaware limited liability company under and pursuant to the Act by the filing of the Formation Certificate with the Secretary of State of the State of Delaware.

2.2 Name. The name of the Company shall be Grede Machining 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 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 Members shall select the accounting methods and principles to be followed by the Company 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. The Company shall maintain separate Capital Accounts for each Member. 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.

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 Agreement 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 each name in the attached Exhibit A, if stated. The Member may pay the Capital Payment according to any schedule established by the Member. The Sharing Ratio of the Member in the total capital of the Company 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 Commitment. There shall be no requirement that the Member contribute additional capital over and above such Member’s Initial Commitment.

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.

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. 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.

6.2 Charging Order. Any Member whose membership interest is subject to a charging order as provided in Section 703 of the Act 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: (i) 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 the Members with the information and other agreements that the Company may require in connection with such a transfer. If admitted, the 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 Member(s) who shall make the ordinary and usual decisions concerning the business and affairs of the Company.

7.2 Voting. All Members shall be entitled to vote on any matter submitted to a vote of the Members. Notwithstanding anything contained in this Operating Agreement to the contrary, a vote of the Members holding at least a majority of the Sharing Ratios of all Members shall be required for any of the following actions to be taken by the Company: (a) any significant and material purchase, receipt, lease, exchange or other acquisition of any real or personal property or business; (b) the sale of all or substantially all of the assets and property of the Company; (c) any mortgage, grant of security interest, pledge or encumbrance upon all or substantially all of the assets and property of the Company; (d) any merger; (e) admission of one or more new Members or issuance of an option to purchase an interest in the Company; (f) any amendment or restatement of the Articles or this Operating Agreement; (g) any matter which could result in a change in the amount or character of the Company’s capital; (h) any change in the character of the business and affairs of the Company; (i) the dissolution of the Company; (j) the commission of any act which would make it impossible for the Company to carry on its ordinary business and affairs; or (k) any act that would contravene any provision of the Articles or this Operating Agreement or the Act.

7.3 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 of the Sharing Ratios of all Members is required to take or approve any action requiring a Member vote.

7.4 Meetings. There shall be no required annual meeting of the Members.

7.5 Consent. Any action required or permitted to be taken at an annual or special meeting of 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. Notwithstanding the foregoing, the consent may be approved by a Member by Electronic Transmission. Each written consent shall bear the date and signature of each Member who signs the consent. 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.

7.6 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 the President, Secretary and any other 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 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 other 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 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 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.

10.7 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.

10.8 Governing Law. This Agreement is being executed and delivered in the State of Delaware and shall be governed by, construed and enforced in accordance with the laws of the State of Delaware.

ACCEPTED AND AGREED:

Company
By:
Name:	Douglas J. Grimm
Its:	President

Member
Grede II LLC, a Delaware limited liability company
By:
Name:	Douglas J. Grimm
Its:	President

EXHIBIT A

CAPITAL

MEMBER	SHARING RATIO
GREDE II LLC		100	%

Exhibit A

1 of 1

EX-3.6.21

Exhibit 3.6.21

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: (i) 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. 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.

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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 requiting 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:		By:
	Douglas J. Grimm		Douglas J. Grimm
	Its: President		Its: Chief Executive Officer & President

EXHIBIT A

CAPITAL

MEMBER	SHARING RATIO
GREDE II LLC		100	%

Page 1 of 1

EX-3.6.22

Exhibit 3.6.22

AMENDED AND RESTATED BYLAWS

OF

GSC RIII – GREDE CORP.

(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 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 of Directors shall be the number of directors fixed from time to time by action of the Board of Directors or the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which from time to time serve on the Corporation’s Board of Directors.

(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 of Directors 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 by the Board of Directors, 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 of Directors 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. Officers shall serve until the earlier of their resignation or their removal from office, either with or without cause, at any time 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.

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.

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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 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

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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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 Board of Directors may authorize a corporate seal of the Corporation. If the Board of Directors authorizes 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 be the same as the fiscal year of Grede Holdings LLC.

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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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

13

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) 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.

14

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.

15

EX-3.6.23

Exhibit 3.6.23

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

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 2 of 6]

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

(b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 3 of 6]

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.

*        *        *         *        *

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 4 of 6]

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

FORGING HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Hephaestus Holdings, LLC

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Forging Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.15.1] [Hephaestus Holdings LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.24

Exhibit 3.6.24

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

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 2 of 6]

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

(b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 3 of 6]

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.

*        *        *         *        *

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 4 of 6]

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HEPHAESTUS HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of HHI Forging, LLC

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Hephaestus Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.6.1] [HHI LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.25

Exhibit 3.6.25

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

1.1 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

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 3 of 6]

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

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 4 of 6]

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HEPHAESTUS HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of HHI FormTech Holdings, LLC

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 5 of 6]

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

[1.4.10.1] [HHI FormTech Holdings LLC Agreements.pdf] [Page 6 of 6]

EX-3.6.26

Exhibit 3.6.26

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 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

1.1 Name 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.

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 1 of 7]

1.2 Formation 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.

1.3 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.

2

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 2 of 7]

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.

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.

3

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 3 of 7]

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

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.

4

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 4 of 7]

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.

*        *        *         *        *

5

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 5 of 7]

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORMTECH HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Second Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 6 of 7]

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

[1.4.3.1] [HHI FormTech LLC Agreements.pdf] [Page 7 of 7]

EX-3.6.27

Exhibit 3.6.27

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FUNDING II, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March     , 2010 of HHI Funding II, 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 30, 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 the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, 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 Funding II, 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 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.

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.

HEPHAESTUS HOLDINGS, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of HHI Funding II, 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-3.6.28

Exhibit 3.6.28

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 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 (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;

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 1 of 7]

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 “Cloves 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 Holding 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

1.1 Name 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.

1.2 Formation 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.

2

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 2 of 7]

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

3

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 3 of 7]

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 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

4

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 4 of 7]

(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.

*        *        *         *        *

5

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 5 of 7]

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI INTERMEDIATE GROUP HOLDINGS, LLC

By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Third Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 6 of 7]

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

[1.4.16.1] [HHI Holdings LLC Agreements.pdf] [Page 7 of 7]

EX-3.6.29

Exhibit 3.6.29

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 Holding, 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 “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.

1.2 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

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 3 of 6]

(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

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 4 of 6]

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

IMPACT FORGE HOLDINGS, LLC

By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Impact Forge Group, LLC

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 5 of 6]

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

[1.4.2.1] [Impact Forge Group LLC Agreements.pdf] [Page 6 of 6]

EX-3.6.30

Exhibit 3.6.30

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.

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 3 of 6]

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.

*        *        *         *        *

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 4 of 6]

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORGING, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Impact Forge Holdings, LLC

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Forging, LLC	2727 W. 14 Mile Road	1,000
	Royal Oak, MI 48073

[1.4.9.1] [Impact Forge Holdings LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.31

Exhibit 3.6.31

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.

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.

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 3 of 6]

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.

*        *        *         *        *

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 4 of 6]

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORGING, LLC
By:
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Jernberg Holdings, LLC

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Forging, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.8.1] [Jernberg Holdings, LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.32

Exhibit 3.6.32

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, 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 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.

1.2 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.

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 3 of 6]

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.

*         *         *         *         *

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 4 of 6]

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

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Jernberg Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.1.1] [Jernberg Industries LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.33

Exhibit 3.6.33

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

KYKLOS BEARING INTERNATIONAL, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Kyklos Bearing International, LLC, a Delaware limited liability company (the “Company”), is made by Kyklos 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 “Kyklos Bearing International, 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.

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 3 of 6]

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.

*         *         *         *         *

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 4 of 6]

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

KYKLOS 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 Kyklos Bearing International, LLC

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Kyklos Holdings, LLC	2509 Hayes Avenue, Sandusky, OH 44870	1,000

[1.4.4.1] [Kyklos Bearing International, LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.34

Exhibit 3.6.34

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

KYKLOS HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Kyklos Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Bearing 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 “Kyklos 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.

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 1 of 6]

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

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 2 of 6]

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

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 3 of 6]

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.

*         *         *         *         *

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 4 of 6]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

BEARING 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 Kyklos Holdings, LLC

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 5 of 6]

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Bearing Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

[1.4.12.1] [Kyklos Holdings, LLC Agreements.pdf] [Page 6 of 6]

A-1

EX-3.6.35

Exhibit 3.6.35

BYLAWS

OF

MD INVESTORS CORPORATION

(a Delaware corporation)

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 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 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.

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(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 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.

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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 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.

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(b) 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 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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.36

Exhibit 3.6.36

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

1.1 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.

“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.

2.1 Formation. 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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2.2 Name. 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.

2.3 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 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.

2.4 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 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.

2.7 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 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

3.1 Distributions. 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.

3.2 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

4.1 Management 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.

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(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 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.

4.2 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

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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.

4.4 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 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).

4.5 Additional 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.

4.6 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

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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

5.1 Duration. 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.

5.2 Winding 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.

5.3 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 Member(s).

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1 Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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 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;

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(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

8.1 Books. 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.

8.2 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 Member(s).

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.

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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, 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.

9.7 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 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 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

			CAPITAL
MEMBER(S)	COMMON UNITS		CONTRIBUTION
MD Investors Corporation		1,000	$	10.00
c/o The Carlyle Group
520 Madison Avenue, 39th Floor
New York, New York 10022

EX-3.6.37

Exhibit 3.6.37

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 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.

2.7 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 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).

4.5 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 Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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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:
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-3.6.38

Exhibit 3.6.38

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

1.1 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 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.

2.1 Formation. 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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2.2 Name. 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.

2.3 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 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.

2.7 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.

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(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 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 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).

4.5 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 Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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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:
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-3.6.39

Exhibit 3.6.39

BY-LAWS

OF

METALDYNE POWERTRAIN COMPONENTS, INC.

A Delaware corporation

(Adopted as of September 17, 2009)

ARTICLE I

OFFICES

Section 1 Registered 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 2 Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1 Annual 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 2 Special 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 3 Place 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 4 Notice. 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 5 Stockholders 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 6 Quorum. 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 7 Adjourned 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 8 Vote 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 9 Voting 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 10 Proxies. 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 11 Action 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 12 Action 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 1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2 Number, 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 3 Removal 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 4 Vacancies. 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 5 Meetings 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 6 Quorum, 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 7 Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, 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 8 Committee 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 9 Communications 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 10 Waiver 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 11 Action 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 1 Number. 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 2 Election 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 3 Removal. 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 4 Vacancies. 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 5 Compensation. 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 6 Chairman 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, absence or otherwise, the chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

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Section 7 The 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 8 Chief 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 9 Vice-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 10 Secretary 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 11 Treasurer 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 12 Other 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 13 Absence 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 1 Nature 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 2 Procedure 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 3 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 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 4 Insurance. 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 5 Expenses. 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 6 Employees 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 7 Contract 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 8 Merger 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 1 Form. 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 2 Lost 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 3 Fixing 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 4 Fixing 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 5 Fixing 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 6 Registered 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 7 Subscriptions 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 1 Dividends. 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 2 Checks, 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 3 Contracts. 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 4 Loans. 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 5 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6 Corporate 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 7 Voting 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 8 Inspection 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 9 Corporate 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 10 Section 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 11 Inconsistent 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 by-laws 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-3.6.40

Exhibit 3.6.40

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

1.1 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 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.

2.1 Formation. 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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2.2 Name. 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.

2.3 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 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.

2.7 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 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).

4.5 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 Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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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:
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-3.6.41

Exhibit 3.6.41

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

1.1 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 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.

2.1 Formation. 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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2.2 Name. 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.

2.3 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 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.

2.7 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 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).

4.5 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 Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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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, LLC
By:
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 c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022		1,000	$	10.00

EX-3.6.42

Exhibit 3.6.42

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

1.1 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 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.

2.1 Formation. 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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2.2 Name. 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.

2.3 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 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.

2.7 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 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).

4.5 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 Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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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 POWERTRAIN COMPONENTS, INC.
By:
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-3.6.43

Exhibit 3.6.43

AMENDED AND RESTATED BYLAWS

OF

SHOP IV SUBSIDIARY INVESTMENT (GREDE), 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 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 of Directors shall be the number of directors fixed from time to time by action of the Board of Directors or the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which from time to time serve on the Corporation’s Board of Directors.

(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 of Directors 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 by the Board of Directors, 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 of Directors 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. Officers shall serve until the earlier of their resignation or their removal from office, either with or without cause, at any time 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.

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.

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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 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

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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 shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

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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 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.

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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 Board of Directors may authorize a corporate seal of the Corporation. If the Board of Directors authorizes 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 be the same as the fiscal year of Grede Holdings LLC.

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 or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

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(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) 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.

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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-3.6.44

Exhibit 3.6.44

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.

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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.

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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.

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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.

(d) This Article XII shall survive any termination of this Agreement and the dissolution of the Company.

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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.

*        *        *         *        *

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IN WITLESS WHEREOF the Member has hereunto set his hand effective the day and year first above written.

CLOYES GEAR AND PRODUCTS, INC.
By:
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

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

April 30, 2015

MPG Holdco I Inc.

47659 Halyard Drive

Plymouth, MI 48170

Ladies and Gentlemen:

We have acted as counsel to MPG Holdco I Inc., a Delaware corporation (the “Company”), and the guarantors listed on Schedule 1 hereto (collectively, the “Covered Guarantors”) and Schedule 2 hereto (the “Other Guarantors” and together with the Covered Guarantors, the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-4 (as amended, the “Registration Statement”), with respect to $600,000,000 aggregate principal amount of 7.375% Senior Notes due 2022 (the “Exchange Notes”) of the Company. The Exchange Notes will be offered in exchange for a like principal amount of the Company’s outstanding unregistered 7.375% Senior Notes due 2022 issued on October 20, 2014 (the “Original Notes”), in accordance with the Registration Rights Agreement, dated as of October 20, 2014 (the “Registration Rights Agreement”), by and among the Company, the Guarantors and Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives for several initial purchasers (the “Exchange Offer”). The Registration Rights Agreement was executed in connection with the private placement of the Original Notes. The Original Notes were, and the Exchange Notes will be, issued pursuant to the Indenture (the “Indenture”), dated as of October 20, 2014, among the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Guarantors pursuant to notations of guarantees attached to the Exchange Notes (the “Guarantees”).

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement; (ii) the Prospectus, which forms a part of the Registration Statement; (iii) the Indenture; (iv) the Registration Rights Agreement; (v) the Guarantees; and (vi) such corporate and limited liability company records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Guarantors.

We have also assumed for purposes of these opinions that: (i) each of the Other Guarantors and the Trustee (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has the requisite organizational and legal power and authority to enter into and perform its obligations under the Indenture and the Guarantees, as applicable; (ii) the execution, delivery and performance by each of the Other Guarantors and the Trustee of each of the Indenture and the Guarantees, as applicable, have been duly authorized by all necessary action on the part of each such entity; and (iii) each of the Indenture and the Guarantees, as applicable, has been duly and validly executed and delivered by such entity under the laws of the jurisdiction in which it is organized.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1. When the Registration Statement has become effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and the Exchange Offer, the Exchange Notes will be validly issued and will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

2. When the Registration Statement has become effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and the Exchange Offer and when the Guarantees have been duly executed and delivered by the Guarantors, the Guarantees of each Guarantor will be validly issued and will constitute the legal, valid and binding obligations of the applicable Guarantor, enforceable against it in accordance with their terms.

Each opinion expressed above with respect to legality, validity, binding effect and enforceability is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The opinions expressed herein are limited to the laws of the State of New York and the corporate and limited liability company laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent

2

is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

3

Schedule 1

Covered Guarantors

ASP Grede AcquisitionCo LLC

ASP Grede Intermediate Holdings LLC

ASP HHI Acquisition Co., Inc.

ASP HHI Holdings, Inc.

ASP HHI Intermediate Holdings II, Inc.

ASP HHI Intermediate Holdings, Inc.

ASP MD Holdings, Inc.

ASP MD Intermediate Holdings II, Inc.

ASP MD Intermediate Holdings, Inc.

Bearing Holdings, LLC

Citation Lost Foam Patterns, LLC

Cloyes Acquisition Company

Cloyes Gear Holdings, LLC

Forging Holdings, LLC

Gearing Holdings, LLC

Grede Holdings LLC

Grede II LLC

Grede LLC

Grede Machining LLC

GSC RIII – Grede Corp.

Hephaestus Holdings, LLC

HHI Forging, LLC

HHI Formtech Holdings, LLC

HHI Formtech, LLC

HHI Funding II, LLC

HHI Holdings, LLC

Impact Forge Group, LLC

Impact Forge Holdings, LLC

Jernberg Holdings, LLC

Jernberg Industries, LLC

Kyklos Bearing International, LLC

Kyklos Holdings, LLC

MD Investors Corporation

Metaldyne BSM, LLC

Metaldyne M&A Bluffton, LLC

Metaldyne Performance Group Inc.

Metaldyne Powertrain Components, Inc.

Metaldyne Sintered Ridgway, LLC

Metaldyne SinterForged Products, LLC

Metaldyne, LLC

Punchcraft Machining and Tooling, LLC

Shop IV Subsidiary Investment (Grede), Inc.

4

Schedule 2

Other Guarantors

Cloyes Gear and Products, Inc.

Grede Wisconsin Subsidiaries LLC

The Mesh Company, LLC.

5

EX-5.2

	Exhibit 5.2
	Conner & Winters, LLP
	4375 N. Vantage Drive, Suite 405  |  Fayetteville, AR 72703-4985
	p (479) 582-5711  |  f (479) 587-1426  |  www.cwlaw.com

April 30, 2015

Metaldyne Performance Group Inc.

47659 Halyard Drive

Plymouth, MI 48170

Ladies and Gentlemen:

We have acted as Arkansas counsel for The Mesh Company, LLC, an Arkansas limited liability company (the “Arkansas Subsidiary”), which is an indirect, wholly-owned subsidiary of Metaldyne Performance Group Inc., a Delaware corporation (“MPG”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”) filed by MPG Holdco I Inc., a Delaware corporation (the “Issuer”), MPG and certain other subsidiaries of MPG identified in the Registration Statement (collectively, the “Guarantors”), including the Arkansas Subsidiary, with the Securities and Exchange Commission (the “Commission”) in connection with (a) the offer and exchange (the “Exchange Offer”) by the Issuer of up to $600,000,000 aggregate principal amount of its 7.375% Senior Notes due 2022 (the “New Notes”) registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for up to $600,000,000 aggregate principal amount of the Issuer’s outstanding 7.375% Senior Notes due 2022 (the “Old Notes” and, together with the New Notes, the “Notes”) and (b) the guarantees of the New Notes pursuant to Article 10 of the Indenture (defined below) by the Guarantors (the “Guarantees”). The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit.

The New Notes and the Guarantees will be issued under the Indenture dated as of October 20, 2014 (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee. The Indenture provides that it and the Notes are to be governed by, and construed in accordance with, the laws of the State of New York.

For purposes of rendering this opinion, we have examined and relied on originals, or copies certified or otherwise identified to our satisfaction, of (i) the Indenture; (ii) the Articles of Organization of the Arkansas Subsidiary, as amended, certified by the Office of Secretary of State of the State of Arkansas as of October 10, 2014; (iii) the Second Amended and Restated Operating Agreement of the Arkansas Subsidiary; (iv) the resolutions adopted by the Board of Directors of the sole member of the Arkansas Subsidiary dated October 10, 2014; (v) the resolutions adopted by the sole member of the Arkansas subsidiary dated October 10, 2014; (vi) a Certificate of Good Standing, dated March 18, 2015, issued by the Secretary of State of the State of Arkansas; and (vii) the Registration Statement; and (viii) such other certificates, statutes and other instruments and documents as we have deemed appropriate for purposes of the opinions expressed below.

April 30, 2015

Page 2

In rendering our opinions set forth below, we have assumed the following to be true and have conducted no investigation to confirm such assumption or to determine to the contrary (i) all information contained in the documents reviewed by us is true and correct as of the date hereof; (ii) the authenticity of all documents, instruments and certificates submitted to us as originals and the conformity with the originals of all documents, instruments and certificates submitted to us as certified, conformed, photostatic or electronic copies; (iii) each natural person signing any document reviewed by us had the legal capacity to do so; and (iv) the genuineness of all signatures on documents reviewed by us. We have also assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the New Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. In addition, we have assumed the Indenture and the guarantee of the New Notes pursuant thereto have been delivered for fair and sufficient value and we express no opinion as to the adequacy or sufficiency of any consideration given therefor.

Based upon the foregoing, and qualified in the manner and extent set forth herein, we are of the opinion that:

1. The Arkansas Subsidiary is validly existing as a limited liability company in good standing under the laws of the State of Arkansas and has all requisite power necessary to execute and deliver, and perform its obligations under, the Indenture.

2. The Arkansas Subsidiary’s execution, delivery and performance of the Indenture, including its guarantee of the New Notes, have been duly authorized by all necessary company actions by the Arkansas Subsidiary.

Our opinions expressed herein are limited to the laws of the State of Arkansas. We express no opinion as to the effect of the laws of any other jurisdiction.

The effective date of this opinion is the date first set forth above, and we do not undertake to advise you of any matter brought to our attention thereafter which would or may modify, in whole or in part, any or all of the foregoing. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are included 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.

Sincerely,

/s/ Conner & Winters, LLP

Conner & Winters, LLP

EX-5.3

Exhibit 5.3

600 Superior Avenue, East Suite 2100 Cleveland, OH 44114   P    216.348.5400 F    216.348.5474

April 30, 2015

Cloyes Gear and Products, Inc.

c/o MPG Holdco I Inc.

47659 Halyard Drive

Plymouth, Michigan 48170

Re: Guarantee of Cloyes Gear and Products, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Cloyes Gear and Products, Inc. (the “Company”), in connection with the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) by MPG Holdco I Inc., a Delaware corporation (the “Issuer”), and certain guarantors, including the Company (collectively the “Guarantors”), relating to (i) the issuance of $600,000,000 in aggregate principal amount of the Issuer’s (as hereinafter defined) 7.375% Senior Notes due 2022 (the “Exchange Notes”) and (ii) the issuance by the Company of a guarantee, contained within the Indenture (the “Guarantee”) with respect to the Exchange Notes. The Exchange Notes will be offered in exchange for up to $600,000,000 of aggregate principal amount of the Issuer’s outstanding unregistered 7.375% Senior Notes due 2022 (the “Notes”). The Exchange Notes are substantially identical to the Notes.

The Exchange Notes will be issued pursuant to the Indenture (the “Indenture”), dated as of October 20, 2014, between the Issuer and Wilmington Trust, National Association, as trustee. The Guarantee will evidence the Company’s guarantee of the Issuer’s obligations under the Exchange Notes pursuant to the Indenture. Capitalized terms used but not defined herein have the meaning assigned to them in the Indenture.

As special counsel to the Company, we have examined:

a) the Amended and Restated Articles of Incorporation of the Company, certified by the Ohio Secretary of State (the “Articles of Incorporation”);

b) the Code of Regulations, certified by the Secretary of the Company;

c) the certificate of good standing of the Company, issued by the Ohio Secretary of the State (the “Good Standing Certificate”);

d) the resolutions adopted by unanimous written consent of the Board of Directors of the Company (the “Board”), dated October 20, 2014, pertaining to the authorization, issuance, execution, and delivery of, the Purchase Agreement, dated

Cloyes Gear and Products, Inc.

Page 2

October 10, 2014, by and among, the Issuer, the Guarantors, and Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”), the Registration Rights Agreement, dated as of October 20, 2014, by and among the Company, the Guarantors, and the Representatives, the Indenture, dated October 20, 2014 (“Indenture”), which includes the Guarantee, as certified by the Secretary of the Company;

e) the Indenture;

f) the Registration Rights Agreement;

g) the Purchase Agreement; and

h) the Registration Statement.

The documents listed in items (e)-(h) above are sometimes collectively referred to herein as the “Transaction Documents.”

We have examined such records of the Company, such certificates of officers of the Company and of public officials, and originals, copies, or facsimiles of such other agreements, instruments, certificates, and documents as we have deemed necessary or advisable as a basis for the opinions expressed below. In particular, as to certain matters of fact relevant to the opinions expressed below, we have relied on a Secretary’s Certificate, dated the date hereof (the “Secretary’s Certificate”), a copy of which has been provided to you.

For purposes of our opinions expressed below, we have assumed (without independent investigation or verification):

a) the genuineness and authenticity of all signatures (whether on originals or copies of documents);

b) the legal capacity of all natural persons;

c) the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as notarial, certified, conformed, photostatic, or facsimile copies thereof;

d) that there have been no erroneous statements of fact made in any certificates of any public officials, and we have relied on the completeness and accuracy of the public records and the currency of the information contained therein as of the dates indicated therein; and

e) the completeness and accuracy of all statements of fact set forth in the Transaction Documents and all other documents reviewed by us, including without limitation the Secretary’s Certificate and Officer’s Certificate.

The opinions expressed below are limited to the published laws, rules, regulations, or judicial or administrative decisions in the State of Ohio, in effect as of the date hereof, and the facts and circumstances as they exist on the date hereof, and we express no opinion herein as to the laws, or as to matters governed by the laws, of any other jurisdiction.

Cloyes Gear and Products, Inc.

Page 3

In rendering the opinion set forth in paragraph 1 below regarding the good standing of the Company, we have relied solely and exclusively on our review of the Good Standing Certificate.

Based on and subject to the foregoing and the other assumptions, exclusions, and qualifications in this letter, we are of the opinion that:

(1) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Ohio, and has the requisite corporate power and authority to issue and to perform its obligations under the Indenture, including the Guarantee, and to enter into and deliver the Indenture, including the Guarantee, and (C) has taken all corporate action necessary to authorize the execution and delivery of the Indenture, including the Guarantee.

(2) Based solely on the certificate of an officer of the Company, the Company has executed and delivered the Indenture.

(3) When the Exchange Notes have been duly executed, authenticated, issued, and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement, the Company’s Guarantee will be validly issued.

This opinion is for your benefit in connection with meeting the requirements of the Securities Act of 1933, as amended (the “Act”), for the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

This opinion speaks as of its date and we undertake no, and hereby disclaim any, obligation to update this opinion.

Very truly yours,

/s/ MCDONALD HOPKINS LLC

MCDONALD HOPKINS LLC

EX-5.4

Exhibit 5.4

Ruder Ware, L.L.S.C. 500 North First Street, Suite 8000 P.O. Box 8050 Wausau, WI 54402-8050   Tel 715.845.4336 Fax 715.845.2718 ruder@ruderware.com www.ruderware.com  

April 30, 2015

MPG Holdco I Inc.

c/o Metaldyne Performance Group Inc.

47659 Halyard Drive

Plymouth, MI 48170

Attn: General Counsel

Ladies and Gentlemen:

We have served as local counsel to Grede Wisconsin Subsidiaries, LLC, Inc., a Wisconsin limited liability company (“Grede Subsidiaries”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Metaldyne Performance Group Inc., a Delaware corporation; MPG Holdco I Inc., a Delaware corporation (the “Issuer”); and certain other parties listed as “Additional Registrant Guarantors” in the Registration Statement (the “Guarantors”), including without limitation Grede Subsidiaries, with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of $600,000,000 aggregate principal amount of 7.375% Senior Notes due 2022 (the “Exchange Securities”), and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of October 20, 2014 (the “Indenture”) by and among the Issuer, the Guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Securities will be offered by the Issuer in exchange for $600,000,000 aggregate principal amount of their outstanding 7.375% Senior Notes due 2022.

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents, and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuer and Grede Subsidiaries.

MPG Holdco I Inc.

c/o Metaldyne Performance Group Inc.

April 30, 2015

Page 2

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange described above, the Guarantee executed by Grede Subsidiaries (the “Grede Subsidiaries Guarantee”) will constitute the valid and legally binding obligation of Grede Subsidiaries enforceable against Grede Subsidiaries in accordance with its terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Grede Subsidiaries Guarantee has been duly issued, the Grede Subsidiaries Guarantee will constitute the valid and legally binding obligation of Grede Subsidiaries enforceable against Grede Subsidiaries accordance with its terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.

We do not express any opinion herein concerning any law other than the law of the State of Wisconsin. We hereby consent to the reliance by Weil, Gotshal & Manges LLP (“Weil”) on this opinion in connection with Weil’s issuance of an opinion included as Exhibit 5.1 to the Registration Statement.

MPG Holdco I Inc.

c/o Metaldyne Performance Group Inc.

April 30, 2015

Page 3

This opinion given as of the date hereof, and it is intended to apply only to those facts and circumstances that exist as of the date hereof. We assume no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

The opinions expressed herein are matters of professional judgment and not a guaranty of result. This opinion is limited to the matters set forth herein and no opinion may be inferred or implied beyond the matters expressly contained herein.

Very truly yours,

/s/ RUDER WARE, L.L.S.C

EX-12.1

Exhibit 12.1

Statement of Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31, 2014		Year Ended December 31, 2013		Successor Period 2012			Predecessor Period 2012			Year Ended December 31, 2011		Year Ended December 31, 2010
	(In millions)
Earnings Available for Fixed Charges:
Income (loss) before tax		54.2		92.9		(47.1	)		(36.7	)		71.3		75.3
Add: fixed charges included in earnings:
Interest expense		99.9		74.7		11.1			25.8			31.6		25.8
Interest element of rentals (A)		0.8		0.7		0.0			0.4			0.8		1.1
Total		100.7		75.4		11.1			26.2			32.4		26.9
Total earnings available for fixed charges		154.9		168.3		(36.0	)		(10.5	)		103.7		102.2
Fixed Charges (B):
Fixed charges included in earnings		100.7		75.4		11.1			26.2			32.4		26.9
Capitalized interest		—		—		—			—			—		—
Total fixed charges		100.7		75.4		11.1			26.2			32.4		26.9
Ratio of Earnings to Fixed Charges		1.54		2.23		(3.24	)		(0.40	)		3.20		3.80
Amount of Deficiency		Not applicable		Not applicable		47.1			36.7			Not applicable		Not applicable

(A) Includes portion of rent expense considered to be interest.

(B) “Fixed charges” are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance “Fixed charges” are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance costs.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Metaldyne Performance Group Inc.:

We consent to the use of our report dated March 16, 2015, with respect to the consolidated balance sheets of Metaldyne Performance Group Inc. as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the years ended December 31, 2014 and 2013 and the period from October 6, 2012 through December 31, 2012, included herein and to the reference to our firm under the heading “Experts” in the prospectus. We did not audit the financial statements of ASP HHI Holdings, Inc., a wholly owned subsidiary, which financial statements reflect total assets constituting 45% as of December 31, 2013, and net sales constituting 45%, and 91% for the year ended December 31, 2013 and the period from October 6, 2012 through December 31, 2012, respectively, of the related consolidated totals. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for ASP HHI Holdings, Inc., is based solely on the report of the other auditors.

/s/ KPMG LLP

Detroit, Michigan

April 30, 2015

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

The Board of Directors

Metaldyne Performance Group Inc.:

We consent to the use of our report dated April 30, 2013, with respect to the consolidated financial statements of MD Investors Corporation which comprise the consolidated statements of operations, comprehensive income, shareholders’ equity (deficit), and cash flows for the period from January 1, 2012 through December 17, 2012 and the year ended December 31, 2011, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Detroit, Michigan

April 30, 2015

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our report dated August 22, 2014 (except for Note 24, as to which the date is March 16, 2015) relating to the consolidated financial statements of ASP HHI Holdings, Inc. and subsidiaries, and the related financial statement schedule listed in the Index at Item 21, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Detroit, MI

April 30, 2015

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Metaldyne Performance Group Inc. of our report dated March 14, 2014, except for Note 16—Segment and Geographic Information, and Note 17—Guarantor Subsidiaries and Non-Guarantor Subsidiaries for which the date is April 30, 2015, relating to the consolidated financial statements of Grede Holdings LLC and Subsidiaries, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

April 30, 2015

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-4 of Metaldyne Performance Group Inc. of our report dated March 14, 2014 relating to the consolidated financial statements of Grede Holdings LLC and Subsidiaries, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

April 30, 2015

EX-25.1

Exhibit 25.1

File No.             

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)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

Metaldyne Performance Group Inc.

MPG Holdco I Inc.¹

(Exact name of obligor as specified in its charter)

Delaware	47-1420222
Delaware	47-1982408
(State of incorporation)	(I.R.S. employer identification no.)

47659 Halyard Drive
Plymouth, MI	48170
(Address of principal executive offices)	(Zip Code)

7.375% Senior Notes due 2022

Guarantees of 7.375% Senior Notes due 2022

1 SEE TABLE OF ADDITIONAL OBLIGORS

(Title of the indenture securities)

TABLE OF ADDITIONAL OBLIGORS

Exact Name of Obligor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
ASP Grede Acquisitionco LLC	Delaware	3714	46-5262890
ASP Grede Intermediate Holdings LLC	Delaware	3714	46-5236694
ASP HHI Acquisition Co., Inc.	Delaware	3714	46-0960591
ASP HHI Holdings, Inc.	Delaware	3714	46-0950155
ASP HHI Intermediate Holdings II, Inc.	Delaware	3714	46-0930921
ASP HHI Intermediate Holdings, Inc.	Delaware	3714	46-0938599
ASP MD Holdings, Inc.	Delaware	3714	46-1221703
ASP MD Intermediate Holdings II, Inc.	Delaware	3714	46-1212382
ASP MD Intermediate Holdings, Inc.	Delaware	3714	46-1201937
Bearing Holdings, LLC	Delaware	3714	61-1754310
Citation Lost Foam Patterns, LLC	Delaware	3714	27-1678991
Cloyes Acquisition Company	Delaware	3714	41-2098630
Cloyes Gear and Products, Inc.	Ohio	3714	34-0680655
Cloyes Gear Holdings, LLC	Delaware	3714	27-1251882
Forging Holdings, LLC	Delaware	3714	35-2525415
Gearing Holdings, LLC	Delaware	3714	37-1776445
Grede Holdings LLC	Delaware	3714	27-1652192
Grede II LLC	Delaware	3714	27-1678991
Grede LLC	Delaware	3714	27-1248417
Grede Machining LLC	Delaware	3714	27-3923156
Grede Wisconsin Subsidiaries LLC	Wisconsin	3714	39-1535863
GSC RIII-Grede Corp.	Delaware	3714	27-1825881
Hephaestus Holdings, LLC	Delaware	3714	41-2184344
HHI Forging, LLC	Delaware	3714	41-2184347
HHI Formtech Holdings, LLC	Delaware	3714	27-1086215
HHI Formtech, LLC	Delaware	3714	27-0616933
HHI Funding II, LLC	Delaware	3714	27-1136210
HHI Holdings, LLC	Delaware	3714	26-2752467
Impact Forge Group, LLC	Delaware	3714	20-5095432
Impact Forge Holdings, LLC	Delaware	3714	20-5095539
Jernberg Holdings, LLC	Delaware	3714	41-2184353
Jernberg Industries, LLC	Delaware	3714	41-2184354
Kyklos Bearing International, LLC	Delaware	3714	26-1979555
Kyklos Holdings, LLC	Delaware	3714	26-1979519
MD Investors Corporation	Delaware	3714	80-0439981
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
Metaldyne, LLC	Delaware	3714	27-0951240
Punchcraft Machining And Tooling, LLC	Delaware	3714	27-1056645
Shop IV Subsidiary Investment (Grede), Inc.	Delaware	3714	27-1776073
The Mesh Company, LLC	Arkansas	3714	62-1668155

The address, including zip code, and telephone number, including area code, of each Additional Obligor’s principal executive offices is: c/o 47659 Halyard Drive Plymouth, MI 48170, (734) 207-6200.

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Obligors is: Mark Blaufuss, Chief Financial Officer, Metaldyne Performance Group Inc., 47659 Halyard Drive Plymouth, MI 48170, (734) 207-6200.

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 Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the [20^th] day of March, 2015.

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:	/s/ Hallie E. Field
	Name:	Hallie E. Field
	Title:	Banking Officer

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

1) The name and address of each proposed nominee.

2) The principal occupation of each proposed nominee.

3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4) The name and residence address of the notifying shareholder.

5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1) Define the duties of the officers, employees, and agents of the association.

2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

4) Dismiss officers and employees.

5) Require bonds from officers and employees and to fix the penalty thereof.

6) Ratify written policies authorized by the association’s management or committees of the board.

7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

8) Manage and administer the business and affairs of the association.

9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11) Make contracts.

12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or

proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(4) Amend articles of association;

(5) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of

directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                    , certify that: (1) I am the duly constituted (secretary or treasurer) of and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this      day of             .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated: March [20], 2015	By:	/s/ Hallie E. Field
		Name:	Hallie E. Field
		Title:	Banking Officer

EXHIBIT 7

REPORT OF CONDITION

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on December 31, 2014

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		2,246,734
Securities:		5,091
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		444,218
Premises and fixed assets:		7,821
Other real estate owned:		338
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		2,033
Other assets:		63,718
Total Assets:		2,769,953
LIABILITIES	Thousands of Dollars
Deposits		2,168,256
Federal funds purchased and securities sold under agreements to repurchase		89,000
Other borrowed money:		0
Other Liabilities:		76,499
Total Liabilities		2,333,755
EQUITY CAPITAL	Thousands of Dollars
Common Stock		1,000
Surplus		387,020
Retained Earnings		48,773
Accumulated other comprehensive income		(595	)
Total Equity Capital		436,198
Total Liabilities and Equity Capital		2,769,953

EX-99.1

Exhibit 99.1

MPG HOLDCO I INC.

A WHOLLY-OWNED SUBSIDIARY OF

METALDYNE PERFORMANCE GROUP, INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 7.375% SENIOR NOTES DUE 2022, THE ISSUANCE

OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

(CUSIP NO. 553234 AB1)

FOR

ALL OF ITS OUTSTANDING 7.375% SENIOR NOTES DUE 2022 ISSUED ON OCTOBER 20, 2014 (CUSIP

NOS. 553234 AA3 and U6203N AA6)

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

TIME, ON             , 2015 (THE “EXPIRATION DATE”) UNLESS EXTENDED.

The Exchange Agent is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

Registered & Certified Mail   WILMINGTON TRUST, NATIONAL ASSOCIATION Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615 Attn: Workflow Management Regular Mail or Courier:   WILMINGTON TRUST, NATIONAL ASSOCIATION Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615 Attn: Workflow Management In Person by Hand Only:   WILMINGTON TRUST, NATIONAL ASSOCIATION Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615 Attn: Workflow Management For Other Inquiries or Confirmation: DTC Desk (DTC2@wilmingtontrust.com)

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated             , 2015 (the “Prospectus”) of MPG Holdco I Inc. (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offer (the “Exchange Offer”) to exchange $600,000,000 aggregate principal amount of its 7.375% Senior Notes due October 15, 2022 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of its outstanding 7.375% Senior Notes due October 15, 2022 issued on October 20, 2014 (the “Existing Notes”) from the holders thereof.

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Existing Notes for which they may be exchanged pursuant to the Exchange Offer, except that the transfer restrictions, registration rights and additional interest relating to the Existing Notes do not apply to the Exchange Notes.

The Issuer is not making the Exchange Offer to holders of the Existing Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction. The Issuer also will not accept surrenders for exchange from holders of the Existing Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Existing Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF EXISTING NOTES TENDERED HEREWITH

Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Existing Notes*	Principal Amount Tendered**
Total:

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Existing Notes. See instruction 2.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Existing Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Existing Notes are held of record by The Depository Trust Company (“DTC”).

¨ CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number :

Transaction Code Number:

2

¨ CHECK HERE IF TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH:

Name:

Address:

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED EXISTING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus 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. A broker-dealer may not participate in the Exchange Offer with respect to Existing Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Issuer or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Existing Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Existing Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Existing Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Existing Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Existing Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Existing Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Existing Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Existing Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Existing Notes or transfer ownership of such Existing Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Existing Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreement dated as of October 20, 2014, among MPG Holdco I Inc., the Guarantors signatory thereto, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Registration Rights Agreement”), and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer.

The undersigned understands that tenders of Existing Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer’s acceptance for exchange of such tendered Existing Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Existing Notes.

By tendering the Existing Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the Exchange Offer will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus 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 understands that all resales of the Exchange Notes must be made in compliance with applicable state securities or Blue Sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Exchange Notes in a particular state or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer assumes no responsibility regarding compliance with state securities or Blue Sky laws in connection with resales.

Any holder of Existing Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

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All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Existing Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Exchange Notes delivered in exchange for tendered Existing Notes and any Existing Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Existing Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Existing Notes as set forth in such box.

The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter of Transmittal, the terms of the Prospectus shall prevail.

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TENDERING HOLDER(S) SIGN HERE

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Existing Notes hereby tendered or in whose name Existing Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. 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, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date

Name(s)

(Please Print)

Capacity (full title)

Address

(Including Zip Code)

Daytime Area Code and Telephone No.

GUARANTEE OF SIGNATURE(S)

(If Required — See Instruction 3)

Authorized Signature

Date

Name

Title

Name of Firm

Address of Firm

(Include Zip Code)

Area Code and Telephone No.

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Existing Notes not tendered are to be issued in the name of someone other than the registered holder of the Existing Notes whose name(s) appear(s) above.

Issue:	¨ Existing Notes not tendered to:
	¨ Exchange Notes to:

Name(s)

Address:

(Include Zip Code)

Area Code and Telephone No.

¨ Credit unexchanged Existing Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, if applicable)

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SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Exchange Notes or Existing Notes not tendered are to be sent to someone other than the registered holder of the Existing Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	¨ Existing Notes not tendered to:
	¨ Exchange Notes to:

Name(s)

Address:

(Include Zip Code)

Area Code and Telephone No.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Certificates.

A holder of Existing Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Existing Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below. Existing Notes tendered hereby must be in denominations or principal amount at maturity of $2,000 with integral multiples of $1,000 in excess thereof.

Holders of Existing Notes may tender Existing Notes by book-entry transfer by crediting the Existing Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Existing Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Existing Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

The method of delivery of this Letter of Transmittal, the Existing Notes and any other required documents 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. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Existing Notes or Letters of Transmittal should be sent to the Issuer.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Existing Notes for exchange.

2. Partial Tenders; Withdrawals.

If less than the entire principal amount of Existing Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Existing Notes tendered in the box entitled “Description of Existing Notes Tendered Herewith.” A newly issued certificate for the Existing Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Existing Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Existing Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that they have accepted the tender of Existing Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Existing Notes to be withdrawn; (iii) identify the Existing Notes to be withdrawn (including the principal amount of such Existing Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Existing Notes and the principal amount of Existing Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Existing Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Existing Notes promptly following receipt of notice of withdrawal. If Existing Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Existing Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

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Any Existing Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Existing Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Existing Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Existing Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Existing Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Existing Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Existing Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Existing Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Existing Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Existing Notes) of Existing Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Existing Notes listed, such Existing Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Existing Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange 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 the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Existing Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity an “Eligible Guarantor Institution”). If Existing Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Existing Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Existing Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. Holders tendering Existing Notes by book-entry transfer may request that Existing Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

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5. Transfer Taxes.

Except as otherwise provided in this Instruction 5, the Issuer shall pay or cause to be paid any transfer taxes applicable to the transfer and exchange of Existing Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Existing 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 other person other than the registered holder of the Existing Notes tendered, or if tendered Existing Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Existing Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such holder.

6. Waiver of Conditions.

The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Existing Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance, may be directed to the Exchange Agent at the address and telephone number indicated above.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Existing Notes or confirmation of book-entry transfer and all other required documents) must be received by the Exchange Agent on or prior to the Expiration Date.

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