Securities Registration Statement (simplified Form) (s-3)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on January 19, 2016

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Metaldyne Performance Group Inc.

MPG Holdco I Inc.

(Exact Name of Registrant as Specified in Its Charter)

(See table of additional registrants)

Delaware

47-1420222

47-1982408

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

One Towne Square

Suite 550

Southfield, MI 48076

(248) 727-1829

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mark Blaufuss

Chief Financial Officer

Carol Creel

General Counsel and Secretary

One Towne Square

Suite 550

Southfield, MI 48076

(248) 727-1829 (Phone)

(248) -281-1934

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Alexander D. Lynch, Esq.

Faiza N. Rahman, 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: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

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.

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	Amount of registration fee
Primary Offering:
Common Stock, par value $0.001 per share	(1)(2)	(1)(2)	(3)	—
Preferred Stock, par value $0.001 per share	(1)(2)	(1)(2)	(3)	—
Debt securities(5)	(1)(4)	(1)(4)	(3)	—
Guarantees of Debt Securities(5)	(1)	(1)	(3)	—
Warrants	(1)	(1)	(3)	—
Units	(1)	(1)	(3)	—
Total Primary Offering			$300,000,000(6)	$30,210(7)
Secondary Offering:
Common Stock, par value $0.001 per share	53,187,376(2)	(7)(2)	$748,878,254.08(9)	$75,412.04(10)
Total Registration Fee (Primary and Secondary)			$1,048,878,254.08	$105,622.04

(1)

There is being registered hereunder an indeterminate number of shares of common stock, $0.001 par value (the “Common Stock”) and preferred stock, $0.001 par value (the “Preferred Stock”) that may be issued by the registrant at various times and at indeterminate prices and an indeterminate principal amount of debt securities, guarantees of debt securities, warrants, and units that may be issued by the registrant at various times and at indeterminate prices. The proposed amount to be registered and the maximum aggregate offering price per unit of Common Stock, Preferred Stock, debt securities, guarantees of debt securities, warrants, and units will be determined from time to time by the registrant in connection with the issuance by the registrant.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) the shares of Common Stock and Preferred Stock being registered hereunder include such indeterminate number of shares of Common Stock and Preferred Stock as may be issuable by the registrant with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

(3)	With respect to the primary offering, the proposed maximum aggregate offering price for each class of securities to be registered is not specified pursuant to General Instruction II.D. of Form S-3.

(4)	If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $300,000,000, less the dollar amount of any registered securities previously issued.

(5)

Debt securities may be issued without guarantees or may be guaranteed by one or more of the registrants, including Metaldyne Performance Group Inc., MPG Holdco I Inc. and those listed under “Table of Additional Registrants.” No separate consideration will be received for such guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to such guarantees.

(6)	With respect to the primary offering, in no event will the aggregate initial offering price of all securities offered from time to time pursuant to the prospectus included as a part of this registration statement exceed $300,000,000.

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

(8)	With respect to the secondary offering, the proposed maximum offering price per share of Common Stock will be determined from time to time in connection with, and at the time of, the sale by the holder of such securities.

(9)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the average of the high and low sales prices of the shares of Common Stock on January 15, 2016 of $14.08, as reported on the New York Stock Exchange.

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant 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 Commission, 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	I.R.S. Employer Identification Number
ASP Grede AcquisitionCo LLC	Delaware	46-5262890
ASP Grede Intermediate Holdings LLC	Delaware	46-5236694
ASP HHI Acquisition Co., Inc.	Delaware	46-0960591
ASP HHI Holdings, Inc.	Delaware	46-0950155
ASP HHI Intermediate Holdings II, Inc.	Delaware	46-0930921
ASP HHI Intermediate Holdings, Inc.	Delaware	46-0938599
ASP MD Holdings, Inc.	Delaware	46-1221703
ASP MD Intermediate Holdings II, Inc.	Delaware	46-1212382
ASP MD Intermediate Holdings, Inc.	Delaware	46-1201937
Bearing Holdings, LLC	Delaware	61-1754310
Citation Lost Foam Patterns, LLC	Delaware	27-1678991
Cloyes Acquisition Company	Delaware	41-2098630
Cloyes Gear and Products, Inc.	Ohio	34-0680655
Cloyes Gear Holdings, LLC	Delaware	27-1251882
Forging Holdings, LLC	Delaware	35-2525415
Gearing Holdings, LLC	Delaware	37-1776445
Grede Holdings LLC	Delaware	27-1652192
Grede II LLC	Delaware	27-1678991
Grede LLC	Delaware	27-1248417
Grede Machining LLC	Delaware	27-3923156
Grede Wisconsin Subsidiaries LLC	Wisconsin	39-1535863
GSC RIII-Grede LLC	Delaware	27-1825881
Hephaestus Holdings, LLC	Delaware	41-2184344
HHI Forging, LLC	Delaware	41-2184347
HHI Formtech Holdings, LLC	Delaware	27-1086215
HHI Formtech, LLC	Delaware	27-0616933
HHI Funding II, LLC	Delaware	27-1136210
HHI Holdings, LLC	Delaware	26-2752467
Impact Forge Group, LLC	Delaware	20-5095432
Impact Forge Holdings, LLC	Delaware	20-5095539
Jernberg Holdings, LLC	Delaware	41-2184353
Jernberg Industries, LLC	Delaware	41-2184354
Kyklos Bearing International, LLC	Delaware	26-1979555
Kyklos Holdings, LLC	Delaware	26-1979519
MD Investors Corporation	Delaware	80-0439981
Metaldyne BSM, LLC	Delaware	27-0951584
Metaldyne M&A Bluffton, LLC	Delaware	27-0951678
Metaldyne Powertrain Components, Inc.	Delaware	27-0951786
Metaldyne Sintered Ridgway, LLC	Delaware	27-0951522
Metaldyne SinterForged Products, LLC	Delaware	27-0951460
Metaldyne, LLC	Delaware	27-0951240
Punchcraft Machining And Tooling, LLC	Delaware	27-1056645
Shop IV Subsidiary Investment (Grede), LLC	Delaware	27-1776073
The Mesh Company, LLC	Arkansas	62-1668155

The address, including zip code, and telephone number, including area code, of each Additional Registrant’s principal executive offices is: c/o One Towne Square, Suite 550, Southfield, MI 48076, (248) 727-1829.

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is: Carol Creel, General Counsel and Secretary, Metaldyne Performance Group Inc., One Towne Square, Suite 550, Southfield, MI 48076, (248) 727-1829.

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

Subject to completion, dated January 19, 2016

PROSPECTUS

$300,000,000

LOGO

Metaldyne Performance Group Inc.

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

Guarantees of Debt Securities

MPG Holdco I Inc.

Debt Securities

Guarantees of Debt Securities

Selling Stockholders

53,187,376 Shares of Common Stock

We, Metaldyne Performance Group Inc., may from time to time, in one or more offerings, offer and sell (i) common stock, (ii) preferred stock, (iii) debt securities, which may be senior debt securities or subordinated debt securities, (iv) warrants, and (v) units or any combination of these securities. MPG Holdco I Inc., our wholly owned subsidiary, may from time to time, offer and sell debt securities that will be fully and unconditionally guaranteed by Metaldyne Performance Group Inc. Certain of our subsidiaries may guarantee debt securities offered and sold by Metaldyne Performance Group Inc. or MPG Holdco I Inc. Specific terms of these securities will be provided in supplements to this prospectus. The aggregate offering price of all securities sold by Metaldyne Performance Group Inc. or MPG Holdco I Inc. under this prospectus will not exceed $300,000,000.

In addition, the selling stockholders named in this prospectus may from time to time, in one or more offerings, offer and sell up to 53,187,376 shares of common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders.

Our common stock is listed on New York Stock Exchange under the symbol “MPG.” On January 15, 2016, the closing price of our common stock was $14.33 per share. We have not yet determined whether the other securities that may be offered by this prospectus will be listed on any exchange, interdealer quotation system or over-the-counter market. If we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which the securities will be listed.

We or the selling stockholders may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to investors, in amounts, at prices, and on terms to be determined by market conditions and other factors at the time of the offering. This prospectus describes only the general terms of these securities and the general manner in which we or the selling stockholders will offer the securities. The specific terms of any securities we or the selling stockholders offer will be included in a supplement to this prospectus. The prospectus supplement will also describe the specific manner in which we or the selling stockholders will offer the securities. Any prospectus supplement may also add, update, or change information contained in this prospectus.

You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities.

Investing in these securities involves risks that are described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference herein.

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

The date of this prospectus is , 2016

TABLE OF CONTENTS


	Page
About This Prospectus		1

Forward-Looking Statements		1

Where You Can Find More Information		2

About Metaldyne Performance Group Inc.		3

Risk Factors		3

Use of Proceeds		3

Ratio of Earnings to Fixed Charges		4

Selling Stockholders		4

Description of Capital Stock		6

Description of Debt Securities		10

Description of Warrants		14

Description of Units		16

Plan of Distribution		17

Legal Matters		20

Experts		20

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling stockholders, nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders, nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date on the front cover page of this prospectus. Our business, financial condition, results of operations, and prospectus may have changed since that date.

Unless the context otherwise indicates, the terms “MPG,” the “Company,” “we,” “us,” and “our” used in this prospectus refer to Metaldyne Performance Group Inc. and all of its subsidiaries (including MPG Holdco I Inc.), and the phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement(s).

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may, over time, offer and sell up to $300,000,000 in total aggregate offering price of any combination of the securities described in this prospectus, in one or more offerings and at prices and on terms that we determine at the time of the offering. In addition, the selling stockholders may offer and sell, from time to time, in one or more offerings, up to 53,187,376 shares of our common stock. This prospectus provides you with a general description of the securities we or a selling stockholder may offer. Each time we or the selling stockholders offer and sell any of the securities described in this prospectus, we will provide a prospectus supplement along with this prospectus that will contain specific information about the terms of that particular offering by us or the selling stockholders. The accompanying prospectus supplement may also add, update, or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under “Where You Can Find More Information.” You should also carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the Securities and Exchange Commission, in materials delivered to stockholders, and in press releases. In addition, our representatives may from time to time make oral forward-looking statements.

This prospectus contains or incorporates by reference forward-looking statements that are subject to risks and uncertainties. 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.

The forward-looking statements contained in this prospectus or incorporated by reference herein 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, the documents incorporated by reference herein, and the documents that we have filed as exhibits hereto and thereto, 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. 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.

Any forward-looking statement made by us in this prospectus or incorporated by reference herein 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, except as may be required by law.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements, and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and schedules thereto.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the documents listed below and all documents we file pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i) on or after the date of this prospectus and prior to the termination of the offering under this prospectus and any prospectus supplement and (ii) after the date of the filing of this registration statement and prior to its effectiveness (other than, in each case, documents or information deemed to have been “furnished” and not “filed” in accordance with SEC rules).

•

Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 16, 2015;

•

Definitive Proxy Statement on Schedule 14A for our 2014 Annual Meeting of Stockholders which was filed with the SEC on May 15, 2015 (but only the information set forth therein that is incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2014);

•

Quarterly Reports on Form 10-Q for the quarterly periods ended March 29, 2015, June 28, 2015, September 27, 2015 which were filed with the SEC on May 11, 2015, August 4, 2015 and November 3, 2015, respectively;

•

Current Reports on Form 8-K which were filed with the SEC on May 11, 2015, May 12, 2015, June 16, 2015, November 3, 2015, December 9, 2015 and December 23, 2015 and the amended current report on form 8-K/A filed on November 3, 2015;

•

Consolidated financial statements of Metaldyne Performance Group Inc., MD Investors Corporation, Grede Holdings LLC and unaudited condensed consolidated financial statements of Grede Holdings LLC and, in each case, the notes thereto, as applicable, included in the registration statement on Form S-4, as amended (File No. 333-203772) filed with the SEC; and

•

The description of our common stock contained in the registration statement on Form 8-A which was filed with the SEC on December 5, 2014, and any amendment or report we may file with the SEC for the purpose of updating such description.

Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent a statement contained in this or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded will be not deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request, and we will provide, a copy of these filings at no cost by writing or telephoning us at:

Metaldyne Performance Group Inc.

One Towne Square, Suite 550

Southfield, MI 48076

Telephone: (248) 727-1829

Attn: Investor Relations

ABOUT METALDYNE PERFORMANCE GROUP INC.

Our Business

We are 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 1 suppliers. Our components help OEMs meet fuel economy, performance, and safety standards. Our metal-forming manufacturing technologies and processes include aluminum casting, cold, warm or hot forging, iron casting, and powder metal forming, as well as value-added precision 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 characteristics of vehicles.

We were incorporated in Delaware on June 9, 2014. Our business was formed through the combination of three metal-forming technology manufacturing companies, 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. Each of the three operating groups was owned primarily by certain private equity funds affiliated with American Securities LLC (together with its affiliates, “American Securities”). American Securities acquired its interest in HHI in October 2012, Metaldyne in December 2012, and Grede in June 2014. Our principal executive offices are located at One Towne Square, Suite 550, Southfield, MI 48076. Our telephone number at our principal executive offices is (248) 727-1829. 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.

RISK FACTORS

Investment in our securities involves a high degree of risk. You should consider carefully the risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K filed with the SEC and in any Quarterly Report on Form 10-Q filed subsequent hereto, each of which is incorporated herein by reference in its entirety, as well as other information in or incorporated by reference in this prospectus and any prospectus supplement, before purchasing any of our securities. Each of these risk factors could adversely affect our business, operating results, and financial condition, as well as adversely affect the value of an investment in our securities.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement, the net proceeds from the sale of the securities offered by us in this prospectus will be used for general corporate purposes, including working capital, acquisitions, retirement of debt, and other business purposes. We may also invest the proceeds in certificates of deposit, United States government securities, or certain other interest-bearing securities. If we decide to use the net proceeds from a particular offering of securities for a specific purpose other than as set forth above, we will describe that in the related prospectus supplement.

We will not receive any proceeds from the sale of our common stock by the selling stockholders.

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.

Nine Months
Ended
September 27,
2015

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

2.79x

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.

For the periods indicated above, we had no outstanding shares of preferred stock with required dividend payments. Therefore, the ratios of earnings to fixed charges and preferred stock dividends are identical to the ratios presented in the table above.

SELLING STOCKHOLDERS

The selling stockholders indicated below may resell from time to time up to 53,187,376 shares of our common stock (plus an indeterminate number of shares of our common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act). Any selling stockholders will be named in the applicable prospectus supplement.

The following table, based upon information currently known by us, sets forth as of January 19, 2016: (i) the number of shares of common stock held of record or beneficially by the selling stockholders as of such date (as determined below) and (ii) the number of shares that may be offered under this prospectus by the selling stockholders. The beneficial ownership of the common stock set forth in the following table is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.


	Common Stock						Percentage Of Common Stock Beneficially Owned upon Completion of this Offering(2)
Name of Selling Stockholders	Beneficially Owned as of January 19, 2016(1)		Offered Pursuant to this Prospectus(1)		Beneficially Owned upon Completion of this Offering(1)
ASP MD Investco LP(2)		51,365,358		51,365,358		—		—
George Thanopoulos		1,392,195		1,392,195		—		—
Mark Blaufuss		38,298		38,298		—		—
Douglas Grimm		93,830		93,830		—		—
Nick Bhambri		19,090		19,090		—		—
Jeffrey Stafeil		5,725		5,725		—		—
Russell Bradley		16,710		16,710		—		—
Thomas Amato		256,170		256,170		—		—

(1)	We do not know when or in what amounts the selling stockholders may offer shares of common stock for sale. The selling stockholders may decide not to sell any or all of the shares offered by this prospectus.

Because the selling stockholders may offer all or some of the shares pursuant to this offering, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders.

(2)

Represents shares held by 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 our 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.

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation, amended and restated bylaws, and other rights of holders of our capital stock, including our Stockholders’ Agreement (defined herein) as currently in effect. We refer you to our amended and restated certificate of incorporation, amended and restated bylaws, and Stockholders’ Agreement, copies of which are incorporated by reference herein.

Authorized Capitalization

Our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 67,921,453 shares of common stock and no shares of preferred stock are issued and outstanding as of January 13, 2016.

Common Stock

Holders of our common stock are entitled to the following rights.

Voting Rights

Directors are elected by a plurality of the votes entitled to be cast except as set forth below with respect to directors to be elected by the holders of common stock. Our stockholders do not have cumulative voting rights. Except as otherwise provided in our amended and restated certificate of incorporation or as required by law, all matters to be voted on by our stockholders other than matters relating to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.

Dividend Rights

Holders of common stock share equally in any dividend declared by our board, subject to the rights of the holders of any outstanding preferred stock.

We have paid and intend to continue to pay cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements, business prospects, and other factors that our Board of Directors may deem relevant. Future agreements may also limit our ability to pay dividends.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders have no preemptive or other rights to subscribe for additional shares. All holders of our common stock are entitled to share equally on a share-for-share basis in any assets available for distribution to common stockholders upon our liquidation, dissolution, or winding up. All outstanding shares are, and all shares offered by this prospectus will be, when sold, validly issued, fully paid, and nonassessable.

Preferred Stock

Our board is authorized to provide for the issuance of preferred stock in one or more series and to fix the preferences, powers, and relative, participating, optional, or other special rights and qualifications, limitations, or restrictions thereof, including the dividend rate, conversion rights, voting rights, redemption rights, and liquidation preference, and to fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution, or winding up, or both. In addition, any such shares of preferred stock may have class or series voting rights. The issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock.

Registration Rights

Our existing stockholders have certain registration rights with respect to our common stock pursuant to a stockholders’ agreement, described below.

Stockholders’ Agreement

We entered into a Stockholders’ Agreement on August 4, 2014 (the “Stockholders’ Agreement”) that governs our relationship with certain of our stockholders, and which prescribes the rights and restrictions of each stockholder party thereto. 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 connection with our initial public offering. In addition, certain provisions that provide for purchase of minority shares of our 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, we are 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. We have 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.

Anti-takeover Provisions

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that delay, defer or discourage transactions involving an actual or potential change in control of us or change in our management. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board the power to discourage transactions that some stockholders may favor, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Accordingly, these provisions could adversely affect the price of our common stock.

Classified Board

Our amended and restated certificate of incorporation provides that our board is such number as may be fixed from time to time by resolution of at least a majority of our board of directors then in office and that our board is divided into three classes, with one class being elected at each annual meeting of stockholders. Each director serves a three-year term, with termination staggered according to class. Class I currently consists of three directors, Class II currently consists of three directors, and Class III currently consists of two directors. Our board currently consists of eight directors.

The classification of our board could make it more difficult for a third-party to acquire, or discourage a third party from seeking to acquire, control of our company.

One of our directors, Michael G. Fisch, President and CEO of American Securities, may be deemed to have voting or investment power with respect to the shares of our common stock beneficially owned by ASP MD Investco LP. Kevin Penn and Loren Easton, two of our directors, are affiliates of American Securities. We have entered into indemnification agreements with Messrs. Fisch, Penn, and Easton in their capacity as directors of our board.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our amended and restated bylaws provide that special meetings of the stockholders may be called only upon the request of a majority of our board or upon the request of the chairman of our board of directors. In addition, for so long as, and only if, American Securities beneficially own at least a majority of the then outstanding shares of our common stock, American Securities may call a special meeting of the stockholders. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying, or discouraging hostile takeovers or changes in control or management of our company.

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board or a committee of our board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with the advance notice requirements of directors. Our amended and restated bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No Stockholder Action by Written Consent

Our amended and restated certificate of incorporation provides that, subject to the rights of any holders of preferred stock to act by written consent instead of a meeting, stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent instead of a meeting, unless American Securities owns at least a majority of our outstanding common stock, or the action to be taken by written consent of stockholders and the taking of this action by written consent has been unanimously recommended in advance by our board. Failure to satisfy any of the requirements for a stockholder meeting could delay, prevent, or invalidate stockholder action.

Section 203 of the Delaware General Corporation Law, as amended (“DGCL”)

Our amended and restated certificate of incorporation provides that the provisions of Section 203 of the DGCL, which relate to business combinations with interested stockholders, do not apply to us. Section 203 of the

DGCL prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder (a stockholder who owns more than 15% of our common stock) for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction that resulted in such stockholder becoming an interested stockholder. These provisions would apply even if the business combination could be considered beneficial by some stockholders. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.

Exclusive Forum

Our amended and restated certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation (including as it may be amended from time to time), or our bylaws, (iv) any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or our bylaws, or (v) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, it is possible that a court could rule that this provision is unenforceable or inapplicable.

Corporate Opportunities

Our amended and restated certificate of incorporation provides that directors appointed by American Securities do not have any obligation to offer us an opportunity to participate in business opportunities presented to American Securities even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that, to the extent permitted by law, American Securities will not be liable to us or our stockholders for breach of any duty by reason of any such activities.

Listing

Our common stock is listed on the New York Stock Exchange under the symbol “MPG.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

DESCRIPTION OF DEBT SECURITIES

The following is a description of the general terms and provisions of the debt securities, including the guarantees of any debt securities, that we may issue. Debt securities may be issued by either Metaldyne Performance Group Inc. or MPG Holdco I Inc. When describing any debt securities, references to “we,” “our,” and “us” refer to the issuer of those debt securities, unless the context requires otherwise. We may offer secured or unsecured debt securities which may be senior, subordinated, or junior subordinated and which may be convertible. The debt securities will be issued under one or more separate indentures between us and a designated trustee. The applicable prospectus supplement and/or other offering materials will describe the specific terms of the debt securities offered through that prospectus supplement as well as any general terms described in this section that will not apply to those debt securities. To the extent the applicable prospectus supplement or other offering materials relating to an offering of debt securities are inconsistent with this prospectus, the terms of that prospectus supplement, or other offering materials will supersede the information in this prospectus.

The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include the following:

•

the title and principal aggregate amount of the debt securities;

•

whether the debt securities will be senior, subordinated, or junior subordinated;

•

whether the debt securities will be secured or unsecured;

•

whether the debt securities are convertible or exchangeable into other securities;

•

the percentage or percentages of principal amount at which such debt securities will be issued;

•

the interest rate(s) or the method for determining the interest rate(s);

•

the dates on which interest will accrue or the method for determining dates on which interest will accrue, and dates on which interest will be payable;

•

the person to whom any interest on the debt securities will be payable;

•

the places where payments on the debt securities will be payable;

•

the maturity date;

•

redemption or early repayment provisions;

•

authorized denominations;

•

form;

•

amount of discount or premium, if any, with which such debt securities will be issued;

•

whether such debt securities will be issued in whole or in parting the form of one or more global securities;

•

the identity of the depositary for global securities;

•

whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;

•

the terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;

•

any covenants applicable to the particular debt securities being issued;

•

any defaults and events of default applicable to the particular debt securities being issued;

•

the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination, security, and release of the guarantees), if any;

•

any applicable subordination provisions for any subordinated debt securities;

•

any restriction or condition on the transferability of the debt securities;

•

the currency, currencies, or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;

•

the time period within which, the manner in which and the terms, and conditions upon which we or the purchaser of the debt securities can select the payment currency;

•

the securities exchange(s) on which the securities will be listed, if any;

•

whether any underwriter(s) will act as market maker(s) for the securities;

•

the extent to which a secondary market for the securities is expected to develop;

•

our obligations or right to redeem, purchase, or repay debt securities under a sinking fund, amortization or analogous provision;

•

provisions relating to covenant defeasance and legal defeasance;

•

provisions relating to satisfaction and discharge of the indenture;

•

provisions relating to the modification of the indenture both with and without consent of holders of debt securities issued under the indenture; and

•

additional terms not inconsistent with the provisions of the indenture.

General

We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the applicable indenture. In addition, we will describe in the applicable prospectus supplement material U.S. federal income tax considerations and any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. Unless we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.

We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

If specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. The particular terms of any guarantee will be described in the related prospectus supplement.

Global Securities

Unless we inform you otherwise in the applicable prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the

individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon holders of beneficial interests in a global security will be described in the applicable prospectus supplement.

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any person (a “successor person”) unless:

•

we are the surviving corporation or the successor person (if other than us) is a corporation, trust, limited partnership, or limited liability company organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture;

•

the surviving entity shall expressly assume, by supplemental indenture which shall be in form reasonably satisfactory to the Trustee, all of our obligations under the debt securities and the applicable indenture;

•

immediately after giving effect to the transaction or series of transactions on a pro forma basis, no Default or Event of Default, shall have occurred and be continuing; and

•

we or the surviving entity, as applicable, shall have delivered to the Trustee an officer’s certificate, as defined in the applicable indenture, stating that (y) the transaction or series of transactions and such supplemental indenture, if any, complies with the merger covenant in the applicable indenture and (z) all conditions precedent in the applicable indenture relating to the transaction or series of transactions have been satisfied.

Events of Default

“Event of Default” means with respect to any series of debt securities, any of the following:

•

default in the payment of the principal of, or premium, if any, on any debt security of that series when it becomes due and payable at maturity;

•

default in the payment of interest on any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;

•

default in the performance of or breaches of any other covenant or agreement by us in the applicable indenture with respect to any debt security of that series or in the debt securities of that series (other than concerning payment of principal, premium or interest) and such default or breach continues for a period of 90 consecutive days or more after we receive written notice from the Trustee or after we and the Trustee receive written notice from the holders of 25% or more in aggregate principal amount of the outstanding debt securities of all series affected thereby as provided in the applicable indenture;

•

certain voluntary or involuntary events of bankruptcy, insolvency, or liquidation concerning us; and

•

any other Event of Default provided with respect to debt securities of that series pursuant to the applicable indenture and as described in the applicable prospectus supplement.

Debt Guarantees

Debt securities issued by Metaldyne Performance Group Inc. may be guaranteed by substantially all of our wholly-owned domestic subsidiaries. Debt securities issued by MPG Holdco I Inc. will be fully and unconditionally guaranteed by Metaldyne Performance Group Inc. and may be guaranteed by substantially all of its wholly-owned domestic subsidiaries. If debt securities are guaranteed, such guarantee will be set forth in the applicable Indenture or a supplemental indenture.

Payments with respect to guarantees of our senior subordinated debt securities and subordinated debt securities will be subordinated in right of payment to the prior payment in full of all senior indebtedness of each such subsidiary guarantor to the same extent and manner that payments with respect to our senior subordinated debt securities and subordinated debt securities are subordinated in right of payment to the prior payment in full of all of our senior indebtedness.

Governing Law

The indenture and the debt securities will be construed in accordance with and governed by the laws of the State of New York without regard to conflicts of laws principles thereof.

DESCRIPTION OF WARRANTS

The following description of the warrant agreements summarizes certain general terms that will apply to the warrants that we may issue. The description is not complete, and we refer you to the warrant agreements, which will be filed with the SEC promptly after the offering of any warrants and will be available as described under the heading “Where You Can Find More Information” in this prospectus.

We may issue warrants to purchase debt securities, common stock, preferred stock, or other securities. We may issue warrants independently or as part of a unit with other securities. Warrants sold with other securities as a unit may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the applicable prospectus supplement.

The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering, including a description of any other securities sold together with the warrants. These terms will include some or all of the following:

•

the title of warrants;

•

the aggregate number of warrants offered;

•

the price or prices at which the warrants will be issued;

•

the currency or currencies, including composite currencies, in which the prices of the warrants may be payable;

•

the designation, number, and terms of the debt securities, common stock, preferred stock, or other securities or rights, including rights to receive payment in cash or securities based on the value, rate, or price of one or more specified commodities, currencies, or indices, purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; the exercise price of the warrants and the currency or currencies, including composite currencies, in which such price is payable;

•

the dates or periods during which the warrants are exercisable;

•

the designation and terms of any securities with which the warrants are issued as a unit;

•

if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;

•

if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit, or composite currency in which the exercise price is denominated;

•

any minimum or maximum amount of warrants that may be exercised at any one time;

•

any terms relating to the modification of the warrants; and

•

any other terms of the warrants, including terms, procedures, and limitations relating to the transferability, exchange, exercise, or redemption of the warrants.

Holders of equity warrants will not be entitled to:

•

vote, consent, or receive dividends;

•

receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or

•

exercise any rights as stockholders of MPG.

Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders

of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set

forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium, or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution, or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF UNITS

The following description of the units and any applicable underlying security or pledge or depository arrangements summarizes certain general terms that will apply to the applicable agreements. The description is not complete, and we refer you to the applicable agreements, which will be filed with the SEC promptly after the offering of any units and will be available as described under the heading “Where You Can Find More Information” in this prospectus.

We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The prospectus supplement relating to any units we are offering will include specific terms relating to the offering, including a description of any other securities sold together with the units. These terms will include some or all of the following:

•

the title of the series of units;

•

identification and description of the separate constituent securities comprising the units;

•

the price or prices at which the units will be issued;

•

the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

•

a discussion of certain U.S. federal income tax considerations applicable to the units; and

•

any other terms of the units and their constituent securities.

PLAN OF DISTRIBUTION

We are registering shares of our common stock, shares of our preferred stock and debt securities, which may be senior debt securities or subordinated debt securities, with an aggregate offering price not to exceed $300.0 million, to be sold by us under a “shelf” registration process.

In addition, on behalf of the selling stockholders, we are registering 53,187,376 shares of our common stock for resale by the selling stockholders. Unless the context otherwise requires, as used in this prospectus, “selling stockholders” includes the selling stockholders named in the table above and donees, pledgees, transferees, or other successors-in-interest selling shares received from the selling stockholders as a gift, pledge, partnership distribution, or other transfer after the date of this prospectus. If we or a selling stockholder offer any securities under this prospectus, we will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific terms and conditions and other information about that offering as is required or necessary.

We and/or a selling stockholder may sell the securities in any of the following ways (or in any combination) from time to time:

•

to or through underwriters, brokers, or dealers;

•

directly to one or more purchasers;

•

through agents; or

•

any other method permitted pursuant to applicable law and described in an applicable prospectus supplement.

The prospectus supplement will set forth the terms of the offering of such securities, including:

•

the name or names of any underwriters, dealers, or agents and the amounts of securities underwritten or purchased by each of them; and

•

the public offering price of the securities and the proceeds to us and/or to the selling stockholders, as the case may be, and any discounts, commissions, or concessions allowed or reallowed or paid to dealers.

Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We and/or the selling stockholders may effect the distribution of the securities from time to time in one or more transactions either:

•

at a fixed price or prices, which may be changed from time to time;

•

at market prices prevailing at the time of sale;

•

at prices relating to the prevailing market prices; or

•

at negotiated prices.

The selling stockholders may act independently of us in making decisions with respect to the timing, manner and size of each of their sales.

Offers to purchase securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others. In this case, no underwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.

If underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any of the securities (other than any securities purchased upon exercise of any over-allotment option).

We or the selling stockholders may offer the common stock covered by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers, and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. To the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell our common stock through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell our common stock on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any common stock sold will be sold at prices related to the then-prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock. The terms of each such agreement will be set forth in more detail in the applicable prospectus supplement.

We or the selling stockholders may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions paid to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

If we or the selling stockholders utilize a dealer in the sale of the securities in respect of which this prospectus is delivered, we or the selling stockholders, as applicable, may sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale.

In effecting sales, broker-dealers or agents engaged by us or the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts, or concessions from us or the selling stockholders in amounts to be negotiated immediately prior to the sale.

In connection with the sale of the securities or otherwise, we or the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities covered by this prospectus in the course of hedging the positions they assume. We or the selling stockholders may also sell short the securities covered by this prospectus and deliver the securities to close out short positions, or loan or pledge the securities covered by this prospectus to broker-dealers that in turn may sell these securities.

Any underwriters, broker-dealers, or agents that participate in the distribution of the securities may be deemed to be “underwriters” as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe their compensation in a prospectus supplement. Any compensation paid to underwriters, dealers, or agents in connection with the offering of the securities, and any discounts, concessions, or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement.

The aggregate proceeds to us and the selling stockholders from the sale of the securities will be the purchase price of the securities less discounts and commissions, if any.

Underwriters or agents may purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities may stabilize, maintain, or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the securities are traded, in the over-the-counter market or otherwise.

Our common stock is listed on the New York Stock Exchange under the symbol “MPG.”

Agents, broker-dealers, and underwriters may be entitled to indemnification by us and, if applicable, the selling stockholders, against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.

Agents, broker-dealers, and underwriters or their affiliates may be customers of, engage in transactions with, or perform services for us or the selling stockholders (or their affiliates) in the ordinary course of business. We and the selling stockholders may also use underwriters or other third parties with whom we or such selling stockholders have a material relationship. We and the selling stockholders (or their affiliates) will describe the nature of any such relationship in the applicable prospectus supplement.

We and the selling stockholders are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of common stock offered in this prospectus by the selling stockholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares of common stock in the market and to the activities of us, the selling stockholders, and their affiliates.

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities under this prospectus, we and/or the selling stockholder may sell the securities offered, including shares of common stock, in compliance with the provisions of Rule 144 or Rule 144A under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.

LEGAL MATTERS

Certain legal matters relating to the issuance and sale of the securities offered hereby will be passed upon for us and the selling stockholders by Weil, Gotshal & Manges LLP, New York, New York. Additional legal matters may be passed upon for us, the selling stockholders or any underwriters, dealers, or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements as of December 31, 2014 and 2013 and the period from October 6, 2012 to December 31, 2012 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, and Deloitte & Touche, LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firms as experts in accounting and auditing

The consolidated balance sheet of ASP HHI Holdings, Inc., a subsidiary of and predecessor to the Company, 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, incorporated in this Prospectus by reference from the Company’s Registration Statement on Form S-4, as amended (No. 333-203772), have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated 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 incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference 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 then ended incorporated in this Prospectus by reference to Metaldyne Performance Group Inc.’s Registration Statement on Form S-4 (No. 333-203772) have been so incorporated 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 incorporated in this Prospectus by reference to Metaldyne Performance Group Inc.’s Registration Statement on Form S-4 (No. 333-203772) have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the registrant in connection with the sale of the securities being registered hereby.


	Amount to be Paid
Registration fee	$	105,622.04
FINRA filing fee		157,831.74
Printing		*
Legal fees and expenses		*
Accounting fees and expenses		*
Trustee fees		*
Transfer agent and registrar fees		*
Miscellaneous		*
Total	$	*

*	These fees are calculated based upon the number of issuances in applicable offerings and amount of securities offered and, accordingly, cannot be estimated at this time.

In connection with any offering under this registration by a selling stockholder, all or a portion of the foregoing expenses may be reimbursed to the registrant by the selling stockholder, as described in the applicable prospectus supplement.

Item 15.

Indemnification of Directors and Officers

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.

II-1

Delaware Registrants:

Section 145 of 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 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,

II-2

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.

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,

II-3

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.

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,

II-4

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.

(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.

II-5

(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.

(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.

II-6

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 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 LLC and Shop IV Subsidiary Investment (Grede), LLC are limited liability companies under the laws of Delaware.

The articles of organization of each of GSC RIII-Grede LLC and Shop IV Subsidiary Investment (Grede), LLC contains no articles, sections, or provisions relating to indemnification.

II-7

The limited liability company agreements of GSC RIII-Grede LLC and Shop IV Subsidiary Investment (Grede), LLC each provide that, to the fullest extent permitted by applicable law, each company shall indemnify, defend, and hold harmless (i) any member, (ii) any affiliate of a member, (iii) any officer, director, manager, shareholder, partner, employee, representative, trustee, or agent of a member or any of its affiliates or a spouse of any of the foregoing, or (iv) any officer, director, manager, 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, damages, liabilities, expenses (including all reasonable fees and expenses of counsel), judgments, orders, decrees, fines, settlements, actions, suits or proceedings in which such person may be involved or to which such person may become subject, in connection with any matter arising out of or in connection with each such company’s business or affairs, the limited liability company 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 person not acting in good faith on behalf of the company. If any such indemnified person becomes involved in any capacity in any such action, suit, proceeding or investigation other than by reason of any act or omission performed or omitted by such person that was not in good faith on behalf of the company, the company will reimburse such person for his or her reasonable legal and other reasonable out-of-pocket expenses (including the cost and investigation and preparation) as they are incurred in connection therewith. Any indemnified person must promptly repay the amount of any reimbursed expenses paid to him or her by the company if it is finally judicially determined that such indemnified person was not entitled to be indemnified by the company in connection with such action, suit, proceeding, or investigation.

(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.

II-8

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.

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 action or 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.

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

II-9

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 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

II-10

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.

II-11

Item 16.

Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this registration statement:


Exhibit Number		Description

**1.1		Form of Underwriting Agreement.

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).

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 filed on March 16, 2015).

*4.6		Form of Base Indenture between Metaldyne Performance Group Inc. and the Trustee.

**4.7		Form of Metaldyne Performance Group Inc. Note.

*4.8		Form of Base Indenture between MPG Holdco I Inc. and the Trustee.

**4.9		Form of MPG Holdco I Inc. Note.

**4.10		Form of Warrant.

**4.11		Form of Warrant Agreement.

**4.12		Form of Unit Agreement.

**4.13		Form of Preferred Stock Certificate.

**4.14		Form of Certificate of Designations for Preferred Stock.

*5.1		Opinion of Weil, Gotshal & Manges LLP.

*12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.

21.1		Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Metaldyne Performance Group Inc. Annual Report on Form 10-K filed on March 16, 2015).

*23.1		Consent of KPMG LLP, independent accountants.

*23.2		Consent of KPMG, independent accountants, for MDI Financial Statements.

*23.3		Consent of Deloitte & Touche LLP, an independent registered public accounting firm.

*23.4		Consent of Weil, Gotshal and Manges LLP (included in Exhibit 5.1).

*23.5		Consent of PricewaterhouseCoopers LLP, independent accountants.

*23.6		Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.

*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.

II-12

(*)	Filed herewith.

(**)	To be filed, if necessary, by amendment or on a Current Report on Form 8-K prior to or concurrently with the issuance of the applicable securities

Item 17.

Undertakings

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the

II-13

securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants 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 registrants or their securities provided by or on behalf of the undersigned registrants; and

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

(b)

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act 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 registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)

The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, State of Michigan, on January 19, 2016.


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-3 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 George Thanopoulos	Chief Executive Officer and Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Assistant Treasurer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Nick Bhambri Nick Bhambri	Director	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Michael Fisch Michael Fisch	Director	January 19, 2016


Signature	Title	Date

/s/ William Jackson William Jackson	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

/s/ John Pearson Smith John Pearson Smith	Director	January 19, 2016

/s/ Jeffrey Stafeil Jeffrey Stafeil	Director	January 19, 2016

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, State of Michigan, on January 19, 2016.


MPG Holdco I Inc.

By:		/s/ Mark Blaufuss
Name:		Mark Blaufuss
Title:		Chief Financial Officer and Assistant 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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ Douglas J. Grimm Douglas J. Grimm	President and Chief Operating Officer	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer and Assistant Treasurer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016


Signature	Title	Date

/s/ Nick Bhambri Nick Bhambri	Director	January 19, 2016

/s/ Michael Fisch Michael Fisch	Director	January 19, 2016

/s/ William Jackson William Jackson	Director	January 19, 2016

/s/ John Pearson Smith John Pearson Smith	Director	January 19, 2016

/s/ Jeffrey Stafeil Jeffrey Stafeil	Director	January 19, 2016

SIGNATURES


ASP Grede AcquisitionCo LLC

By: ASP Grede Intermediate Holdings LLC, as sole member

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned officers and managers of ASP Grede Intermediate Holdings LLC, as sole member of ASP Grede AcquisitionCo 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-3 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 and Manager (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Michael Fisch Michael G. Fisch	Manager	January 19, 2016

/s/ Kevin Penn Kevin Penn	Manager	January 19, 2016

/s/ Loren Easton Loren Easton	Manager	January 19, 2016

SIGNATURES


ASP Grede Intermediate Holdings LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of ASP Grede Intermediate 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-3 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 and Manager (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Kevin Penn Kevin Penn	Manager	January 19, 2016

/s/ Loren Easton Loren Easton	Manager	January 19, 2016

/s/ Michael Fisch Michael Fisch	Manager	January 19, 2016

SIGNATURES


ASP HHI Acquisition Co., Inc.

By:		/s/ George Thanopoulos
Name:		George Thanopoulos
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Acquisition Co., 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-3 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 Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

SIGNATURES


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-3 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 Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


ASP HHI Intermediate Holdings, Inc.

By:		/s/ George Thanopoulos
Name:		George Thanopoulos
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Intermediate 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-3 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 Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


ASP HHI Intermediate Holdings II, Inc.

By:		/s/ George Thanopoulos
Name:		George Thanopoulos
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP HHI Intermediate Holdings II, 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-3 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 Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

SIGNATURES


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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Michael Fisch Michael Fisch	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


ASP MD Intermediate Holdings, Inc.

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP MD Intermediate Holdings, 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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


ASP MD Intermediate Holdings II, Inc.

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of ASP MD Intermediate Holdings II, 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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


Bearing Holdings, LLC

By: HHI Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Bearing Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Citation Lost Foam Patterns, LLC

By:		/s/ Todd Heavin
Name:		Todd Heavin
Title:		Chief Operating Officer and Manager

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Citation Lost Foam Patterns, LLC, hereby appoint Todd Heavin, 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-3 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/ Todd Heavin Todd Heavin	Chief Operating Officer and Manager (Principal Executive Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Dan Schipper Dan Schipper	Chief Financial Officer and Manager (Principal Financial Officer)	January 19, 2016

SIGNATURES


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-3 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)	January 19, 2016

/s/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


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-3 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)	January 19, 2016

/s/ John Campbell John Campbell	Vice President and Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ George Thanopoulos George Thanopoulos	Director	January 19, 2016

SIGNATURES


Cloyes Gear Holdings, LLC

By: Gearing Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Gearing Holdings, LLC, as sole member of Cloyes Gear Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Forging Holdings, LLC

By: HHI Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Forging Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Gearing Holdings, LLC

By: HHI Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Holdings, LLC, as sole member of Gearing Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Grede Holdings LLC

By: ASP Grede AcquisitionCo LLC, as managing member

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		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-3 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)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Grede LLC

By: Grede Holdings LLC, as sole member

By:		/s/ Todd Heavin
Name:		Todd Heavin
Title:		Vice-President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede Holdings LLC, as sole member of Grede LLC, hereby appoint Todd Heavin, 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-3 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/ Todd Heavin Todd Heavin	Vice-President (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Grede II LLC

By: Grede Holdings LLC, as sole member

By:		/s/ Todd Heavin
Name:		Todd Heavin
Title:		Vice-President

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede Holdings LLC, as sole member of Grede II LLC, hereby appoint Todd Heavin, 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-3 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/ Todd Heavin Todd Heavin	Vice-President (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Grede Machining LLC

By: Grede II LLC, as sole member

By:		/s/ Todd Heavin
Name:		Todd Heavin
Title:		Chief Operating Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede II LLC, as sole member of Grede Machining LLC, hereby appoint Todd Heavin, 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-3 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/ Todd Heavin Todd Heavin	Chief Operating Officer (Principal Executive Officer)	January 19, 2016

/s/ Dan Schipper Dan Schipper	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Grede Wisconsin Subsidiaries LLC

By: Grede II LLC, as sole member

By:		/s/ Todd Heavin
Name:		Todd Heavin
Title:		Chief Operating Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Grede II LLC, as sole member of Grede Wisconsin Subsidiaries LLC, hereby appoint Todd Heavin, 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-3 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/ Todd Heavin Todd Heavin	Chief Operating Officer (Principal Executive Officer)	January 19, 2016

/s/ Dan Schipper Dan Schipper	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


GSC RIII-Grede LLC

By: ASP Grede AcquisitionCo LLC, as sole member

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned officers of ASP Grede AcquisitionCo LLC, as sole member of GSC RIII-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-3 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)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Hephaestus Holdings, LLC

By: Forging Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Forging Holdings, LLC, as sole member of Hephaestus Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


HHI Forging, LLC

By: Hephaestus Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI Forging, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


HHI FormTech, LLC

By: HHI FormTech Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI FormTech Holdings, LLC, as sole member of HHI FormTech, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


HHI FormTech Holdings, LLC

By: Hephaestus Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI FormTech Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


HHI Funding II, LLC

By: Hephaestus Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Hephaestus Holdings, LLC, as sole member of HHI Funding II, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


HHI Holdings, LLC

By: ASP HHI Acquisition Co., Inc., as sole member

By:		/s/ George Thanopoulos
Name:		George Thanopoulos
Title:		President

* * * *

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-3 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 Director (Principal Executive Officer)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Treasurer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

SIGNATURES


Impact Forge Group, LLC

By: Impact Forge Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Impact Forge Holdings, LLC, as sole member of Impact Forge Group, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Impact Forge Holdings, LLC

By: HHI Forging, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Forging, LLC, as sole member of Impact Forge Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Jernberg Holdings, LLC

By: HHI Forging, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of HHI Forging, LLC, as sole member of Jernberg Holdings, LLC hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Jernberg Industries, LLC

By: Jernberg Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Jernberg Holdings, LLC, as sole member of Jernberg Industries, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Kyklos Bearing International, LLC

By: Kyklos Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Kyklos Holdings, LLC, as sole member of Kyklos Bearing International, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


Kyklos Holdings, LLC

By: Bearing Holdings, LLC, as sole member

By:		/s/ John Campbell
Name:		John Campbell
Title:		Vice-President and Chief Financial Officer

* * * *

POWER OF ATTORNEY

The undersigned officers of Bearing Holdings, LLC, as sole member of Kyklos Holdings, LLC, hereby appoint John Campbell, 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-3 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/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


MD Investors Corporation

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of MD Investors Corporation, 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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ David Gann David Gann	Director of Finance (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

SIGNATURES


Metaldyne BSM, LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne BSM, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Manager (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Tom Lehman Tom Lehman	Manager	January 19, 2016

/s/ Ivan Martinez Ivan Martinez	Manager	January 19, 2016

SIGNATURES


Metaldyne M&A Bluffton, LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne M&A Bluffton, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Manager (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ William Dickey William Dickey	Manager	January 19, 2016

/s/ Ben Schmidt Ben Schmidt	Manager	January 19, 2016

SIGNATURES


Metaldyne Powertrain Components, Inc.

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned directors and officers of Metaldyne Powertrain Components, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Director (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ William Dickey William Dickey	Director	January 19, 2016

/s/ Ben Schmidt Ben Schmidt	Director	January 19, 2016

SIGNATURES


Metaldyne Sintered Ridgway, LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne Sintered Ridgway, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Director (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ George Lanni George Lanni	Director	January 19, 2016

/s/ Ben Schmidt Ben Schmidt	Director	January 19, 2016

SIGNATURES


Metaldyne SinterForged Products, LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Metaldyne SinterForged Products, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Manager (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ George Lanni George Lanni	Manager	January 19, 2016

/s/ Ben Schmidt Ben Schmidt	Manager	January 19, 2016

SIGNATURES


Metaldyne, LLC

By: MD Investors Corporation, as sole member

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned officers and directors of MD Investors Corporation, as sole member of Metaldyne, 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-3 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 and Director (Principal Executive Officer)	January 19, 2016

/s/ David Gann David Gann	Director of Finance (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ Kevin Penn Kevin Penn	Director	January 19, 2016

/s/ Loren Easton Loren Easton	Director	January 19, 2016

SIGNATURES


Punchcraft Machining and Tooling, LLC

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned managers and officers of Punchcraft Machining and Tooling, 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-3 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)	January 19, 2016

/s/ David Gann David Gann	Director of Finance and Manager (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ William Dickey William Dickey	Manager	January 19, 2016

/s/ Ben Schmidt Ben Schmidt	Manager	January 19, 2016

SIGNATURES


Shop IV Subsidiary Investment (Grede), LLC

By: ASP Grede AcquisitionCo LLC, as sole member

By:		/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President

* * * *

POWER OF ATTORNEY

The undersigned director and officers of ASP Grede AcquisitionCo LLC, as sole member of Shop IV Subsidiary Investment (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-3 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)	January 19, 2016

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

SIGNATURES


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-3 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)	January 19, 2016

/s/ John Campbell John Campbell	Vice-President and Chief Financial Officer (Principal Financial Officer)	January 19, 2016

/s/ Jan van Dijk Jan van Dijk	Treasurer (Principal Accounting Officer)	January 19, 2016

/s/ George Thanopoulos George Thanopoulos	Director	January 19, 2016

Exhibit Index


Exhibit Number		Description

**1.1		Form of Underwriting Agreement.

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).

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 filed on March 16, 2015).

*4.6		Form of Base Indenture between Metaldyne Performance Group Inc. and the Trustee.

**4.7		Form of Metaldyne Performance Group Inc. Note.

*4.8		Form of Base Indenture between MPG Holdco I Inc. and the Trustee.

**4.9		Form of MPG Holdco I Inc. Note.

**4.10		Form of Warrant.

**4.11		Form of Warrant Agreement.

**4.12		Form of Unit Agreement.

**4.13		Form of Preferred Stock Certificate.

**4.14		Form of Certificate of Designations for Preferred Stock.

*5.1		Opinion of Weil, Gotshal & Manges LLP.

*12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.

21.1		Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Metaldyne Performance Group Inc. Annual Report on Form 10-K filed on March 16, 2015).

*23.1		Consent of KPMG LLP, independent accountants.

*23.2		Consent of KPMG, independent accountants, for MDI Financial Statements.

*23.3		Consent of Deloitte & Touche LLP, an independent registered public accounting firm.

*23.4		Consent of Weil, Gotshal and Manges LLP (included in Exhibit 5.1).

*23.5		Consent of PricewaterhouseCoopers LLP, independent accountants.

*23.6		Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.

*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.

(*)	Filed herewith.

(**)	To be filed, if necessary, by amendment or on a Current Report on Form 8-K prior to or concurrently with the issuance of the applicable securities.

Exhibit 4.6

Metaldyne Performance Group Inc.

as the Company,

and

Wilmington Trust, National Association

as Trustee

Indenture

Dated as of ,

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1

Section 1.01.	Definitions		1

Section 1.02.	Other Definitions		7

Section 1.03.	Incorporation by Reference of Trust Indenture Act		7

Section 1.04.	Rules of Construction		8

ARTICLE II THE SECURITIES			8

Section 2.01.	Form and Dating		8

Section 2.02.	Execution And Authentication		8

Section 2.03.	Amount Unlimited; Issuable in Series		10

Section 2.04.	Denomination and Date of Securities; Payments of Interest		12

Section 2.05.	Registrar and Paying Agent; Agents Generally		12

Section 2.06.	Paying Agent to Hold Money in Trust		13

Section 2.07.	Transfer and Exchange		13

Section 2.08.	Replacement Securities		15

Section 2.09.	Outstanding Securities		16

Section 2.10.	Temporary Securities		16

Section 2.11.	Cancellation		16

Section 2.12.	CUSIP Numbers		17

Section 2.13.	Defaulted Interest		17

ARTICLE III REDEMPTION			17

Section 3.01.	Applicability of Article		17

Section 3.02.	Notice of Redemption; Partial Redemptions		17

Section 3.03.	Payment of Securities Called for Redemption		18

Section 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption		19

Section 3.05.	Mandatory and Optional Sinking Funds		19

ARTICLE IV COVENANTS			21

Section 4.01.	Payment of Securities		21

Section 4.02.	Maintenance of Office or Agency		21

Section 4.03.	Certificate to Trustee		22

ARTICLE V SUCCESSOR CORPORATION			22

Section 5.01.	When Company May Merge, Etc.		22

TABLE OF CONTENTS

(cont.)


		Page
Section 5.02.	Successor Substituted		23

ARTICLE VI SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE			23

Section 6.01.	Securityholders’ Lists		23

Section 6.02.	Preservation of Information; Communications with Securityholders		23

Section 6.03.	Reports by the Company		23

ARTICLE VII DEFAULT AND REMEDIES			24

Section 7.01.	Events of Default		24

Section 7.02.	Acceleration		24

Section 7.03.	Other Remedies		25

Section 7.04.	Waiver of Past Defaults		25

Section 7.05.	Control by Majority		25

Section 7.06.	Limitation on Suits		26

Section 7.07.	Rights of Holders to Receive Payment		26

Section 7.08.	Collection Suit by Trustee		26

Section 7.09.	Trustee May File Proofs of Claim		26

Section 7.10.	Application of Proceeds		27

Section 7.11.	Restoration of Rights and Remedies		27

Section 7.12.	Undertaking for Costs		28

Section 7.13.	Rights and Remedies Cumulative		28

Section 7.14.	Delay or Omission Not Waiver		28

ARTICLE VIII TRUSTEE			28

Section 8.01.	General		28

Section 8.02.	Certain Rights of Trustee		28

Section 8.03.	Individual Rights of Trustee		30

Section 8.04.	Trustee’s Disclaimer		30

Section 8.05.	Notice of Default		30

Section 8.06.	Reports by Trustee to Holders		31

Section 8.07.	Compensation and Indemnity		31

Section 8.08.	Disqualification; Conflicting Interests		32

Section 8.09.	Corporate Trustee Required; Eligibility		32

Section 8.10.	Replacement of Trustee		32

Section 8.11.	Acceptance of Appointment by Successor		33

TABLE OF CONTENTS

(cont.)


		Page
Section 8.12.	Successor Trustee By Merger, Etc.		33

Section 8.13.	[Reserved]		34

Section 8.14.	Money Held in Trust		34

Section 8.15.	Preferential Collection of Claims Against the Company		34

ARTICLE IX SECURITYHOLDERS			34

Section 9.01.	Evidence of Action by Securityholders		34

Section 9.02.	Proof of Execution by Securityholders		34

Section 9.03.	Certain Securities Owned by Company Disregarded		35

ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS			35

Section 10.01.	Satisfaction and Discharge of Indenture		35

Section 10.02.	Application by Trustee of Funds Deposited for Payment of Securities		36

Section 10.03.	Repayment of Moneys Held by Paying Agent		36

Section 10.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years		36

Section 10.05.	Defeasance and Discharge of Indenture		36

Section 10.06.	Defeasance of Certain Obligations		37

Section 10.07.	Reinstatement		38

Section 10.08.	Indemnity		39

Section 10.09.	Excess Funds		39

Section 10.10.	Qualifying Trustee		39

ARTICLE XI AMENDMENTS, SUPPLEMENTS AND WAIVERS			39

Section 11.01.	Without Consent of Holders		39

Section 11.02.	With Consent of Holders		40

Section 11.03.	Revocation and Effect of Consent		41

Section 11.04.	Notation on or Exchange of Securities		41

Section 11.05.	Trustee to Sign Amendments, Etc.		41

Section 11.06.	Conformity with Trust Indenture Act		41

ARTICLE XII MISCELLANEOUS			41

Section 12.01.	Trust Indenture Act of 1939		41

Section 12.02.	Notices		42

Section 12.03.	Certificate and Opinion as to Conditions Precedent		43

Section 12.04.	Statements Required in Certificate or Opinion		43

Section 12.05.	Evidence of Ownership		43

iii

TABLE OF CONTENTS

(cont.)


		Page
Section 12.06.	Rules by Trustee, Paying Agent or Registrar		43

Section 12.07.	Payment Date Other Than a Business Day		44

Section 12.08.	Governing Law		44

Section 12.09.	No Adverse Interpretation of Other Agreements		44

Section 12.10.	Successors		44

Section 12.11.	Duplicate Originals		44

Section 12.12.	Separability		44

Section 12.13.	Table of Contents, Headings, Etc.		44

Section 12.14.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability		44

Section 12.15.	Waiver of Jury Trial		44

Section 12.16.	Force Majeure		44

Section 12.17.	U.S.A. Patriot Act		45

Cross Reference Table^*


Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		8.01 8.10 10.06(a)
310(b)		8.03
		8.08
		8.10
		8.11
311(a)		8.15
311(b)		8.03
		8.15
312(a)		6.01
		6.02(a)
312(b)		6.02(b)
312(c)		6.02(b)
313(a)		8.06
313(b)		8.06
313(c)		3.02 8.05 8.06 12.02
313(d)		8.06
314(a)		4.03 6.03
314(b)		Inapplicable
314(c)		12.03 12.04
314(d)		Inapplicable
314(e)		12.04
314(f)		Inapplicable
315(a)		8.01 8.02
315(b)		8.05
315(c)		8.01
315(d)		8.01 8.02
315(e)		7.12
316(a)		7.05 9.03
316(b)		7.07
316(c)		9.01
317(a)		7.08 7.09
317(b)		2.05 2.06
318(a)		12.01

^*	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.

INDENTURE, dated as of , between Metaldyne Performance Group Inc., a Delaware corporation, as the Company, and Wilmington Trust, National Association, as Trustee.

RECITALS OF THE COMPANY

WHEREAS, the Company has duly authorized the issue from time to time of notes, bonds, debentures or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities or of any and all series thereof as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“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, means 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.

“Agent” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

“Board Resolution” means one or more resolutions of the board of directors of the Company or any authorized committee thereof, certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.

“Business Day” means each day that 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

(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.

“Closing Date” means the date on which any series of Securities was originally issued under this Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to ARTICLE V of this Indenture and thereafter means the successor.

“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.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be principally administered, which office at the date of the execution of this instrument is located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: Metaldyne Performance Group Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).

“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.

“Depositary” means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Company pursuant to Section 2.03. until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

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

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

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business; any auction guarantees; supplier, purchaser or customer arrangements in the ordinary course of business; representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary which are reasonably customary in sale, factoring or securitization of receivables financings; or “comfort” letters delivered to auditors in connection with statutory audits. The term “Guarantee” used as a verb has a corresponding meaning.

“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).

“Holder” or “Securityholder” means the registered holder of any Security with respect to Registered Securities.

“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.

“Indenture” means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Securities of each series established as contemplated pursuant to Section 2.01 and Section 2.03.

“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.

“Moody’s” means Moody’s Investors Service, Inc.

“Officer” means the chairman of the board of directors, the chief executive officer, chief financial officer, the president, any executive vice president, any senior vice president, any vice president, the treasurer or any assistant treasurer, or the secretary or any assistant secretary.

“Officer’s Certificate” means a certificate signed in the name of the Company by the president, chief executive officer, any vice president, chief financial officer, the treasurer or any assistant treasurer, the secretary or any assistant secretary of the Company and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements provided in Section 314(e) of the Trust Indenture Act.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in Section 314(e) of the Trust Indenture Act.

“original issue date” of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Original Issue Discount Security” means any Security that provides for an amount less than the Principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 7.02.

“Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Principal” of a Security means the principal amount due on the Stated Maturity as shown on such Security.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect to Moody’s, any of the following categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories) and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Registered Global Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

“Registered Security” means any Security registered on the Security Register (as defined in Section 2.05).

“Responsible Officer” when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter related to this Indenture, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Credit Facilities” means (1) the credit agreements, dated as of October 20, 2014, 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.

“Stated Maturity” means when used with respect to a Security or any installment of interest thereon, the date specified in such Security as the fixed date on which the principal amount of such Security or such installment of interest is due and payable.

“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.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of ARTICLE VIII and thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the 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 full and 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 issuer thereof at any time prior to the stated maturity of the Securities, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a 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 U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

“Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such Security, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the terms of such Security.

Section 1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:


Term	Section
Authenticating Agent		2.02
cash transaction		8.03
Event of Default		7.01
mandatory sinking fund payment		3.05
optional sinking fund payment		3.05
Paying Agent		2.05
record date		2.04
Registrar		2.05
Security Register		2.05
self-liquidating paper		8.03
sinking fund payment date		3.05
Surviving Person		5.01

Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following terms used in this Indenture that are defined by the Trust Indenture Act have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Holder or a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company or any other obligor on the Securities.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

Section 1.04. Rules of Construction. Unless the context otherwise requires:

(a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(b) words in the singular include the plural, and words in the plural include the singular;

(c) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(d) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(e) use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include, where appropriate, the other pronouns.

ARTICLE II

THE SECURITIES

Section 2.01. Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to Sections 2.02, 2.03 and one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage or with the rules of the Depositary or the Indenture, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities.

Section 2.02. Execution And Authentication. One Officer of the Company shall execute the Securities for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

A Security shall not be valid until the Trustee or Authenticating Agent signs, manually, the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any executed by the Company to the Trustee for authentication

together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company (an “Authentication Order”). In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to ARTICLE VIII) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.01 and Section 2.03 by or pursuant to which the forms and terms of the Securities of that series were established;

(b) an Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and

(c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 2.01 and Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the Board Resolution and/or executed supplemental indenture, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.01 and Section 2.02, as applicable, in connection with the first authentication of Securities of such series.

If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary,

(iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Section 2.03. Amount Unlimited; Issuable in Series. The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series, and each such series shall rank as set forth in Board Resolution or indenture supplemental hereto establishing such series.

There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.03,

(a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;

(b) any limit upon the aggregate Principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate Principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);

(c) the date or dates on which the Principal of the Securities of the series is payable (which date or dates may be fixed or extendible);

(d) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

(e) if other than as provided in Section 4.02, the place or places where the Principal of, premium, if any, and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;

(f) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed;

(g) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(h) if other than minimum denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which Securities of the series shall be issuable;

(i) if other than the Principal amount thereof, the portion of the Principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the Principal of, premium, if any, or interest on the Securities of the series shall be payable or if the amount of payments of Principal of, premium, if any, and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of, premium, if any, and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;

(l) whether the Securities of the series or any portion thereof will be issuable as Registered Global Securities and whether such Securities will be issued in temporary or permanent global form;

(m) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;

(n) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

(o) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

(p) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;

(q) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of ARTICLE X;

(r) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities, the identity of the Depositary or common Depositary for such Registered Global Security or Securities;

(s) any other Events of Default or covenants with respect to the Securities of the series;

(t) the ranking of such Securities; and

(u) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture except as permitted by Section 11.01(f)).

All Securities of any one series shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture.

Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

Section 2.04. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Securities of any series, in minimum denominations of $2,000 and any higher integral multiple of $1,000. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officer of the Company executing the same may determine, as evidenced by its execution thereof.

Unless otherwise specified with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as contemplated by Section 2.03.

The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding such interest payment date, whether or not such record date is a Business Day.

Section 2.05. Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the United States of America, provided, however, that if the Securities are denominated in a foreign currency, the paying agent may be located in a foreign jurisdiction. The Company shall cause the Registrar to keep a register of the Registered Securities and of their registration, transfer and exchange (the “Security Register”). The Company may have one or more additional Paying Agents or transfer agents with respect to any series.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become

effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company nor an Affiliate of the Company shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture under ARTICLE X.

The Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

Section 2.06. Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. New York City time on each due date of any Principal or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of Principal of, premium, if any, and interest on such Securities and shall promptly notify the Trustee in writing of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of, premium, if any, or interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

Section 2.07. Transfer and Exchange. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations and an equal aggregate Principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Upon surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of like tenor and aggregate Principal amount.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar duly executed by, the holder or his attorney duly authorized in writing.

The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Authentication Order and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt an Authentication Order and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge to the Depositary,

(a) to the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate Principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the Principal amount of the surrendered Registered Global Security and the aggregate Principal amount of Registered Securities authenticated and delivered pursuant to clause (a) above.

Registered Securities issued in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before a selection of such Securities to be redeemed, (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part or (iii) between a record date and the corresponding interest payment date.

Section 2.08. Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like tenor and Principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and Principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof.

Upon the issuance of any new Security under this Section, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.09. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 10.05.

If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding, unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course.

If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Section 2.10. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers of the Company executing the temporary Securities, as evidenced by their execution of such temporary Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal amount of definitive Securities of such series and tenor and authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 2.11. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment or cancellation and, upon written request, shall deliver a certificate of cancellation to the Company. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

Section 2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange. The Company shall promptly advise the Trustee in writing of any change in the CUSIP numbers.

Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before such special record date, the Company shall send to each Holder of such Registered Securities and to the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

ARTICLE III

REDEMPTION

Section 3.01. Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series that are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

Section 3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid (or otherwise deliver in accordance with the Depositary’s procedures), at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Registered Securities of such series at their last addresses as they shall appear upon the registry books; provided, notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with Article X. Any notice which is mailed or sent in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the Principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment will be made upon presentation and surrender of such Securities that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the Principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series and tenor in Principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company.

On or before 11:00 a.m. New York City time on the redemption date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officer’s Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officer’s Certificate stating the aggregate Principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officer’s Certificate evidencing compliance with such restriction or condition.

If less than all the Securities of a series are to be redeemed, the Trustee shall select, in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, listed (if such listing is known to the Trustee) and in accordance with the procedures of Depository or, if the Securities are not Registered Global Securities, the Trustee will select the Securities to be redeemed by lot or by such other method as the Trustee shall deem fair and appropriate; provided that no Securities of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them that the Trustee selects shall be in minimum principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the Principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the Principal amount of such Security which has been or is to be redeemed.

Section 3.03. Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to but not including the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, except as provided in Section 8.14 and 10.02, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest

accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.04 and 2.13 hereof.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the Principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.

Upon presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series and tenor of authorized denominations, in Principal amount equal to the unredeemed portion of the Security so presented.

Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Unless otherwise provided with respect to any series of Securities, Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an Officer of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

Section 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the thirtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to

such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such thirtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the certificate numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, premium, if any, and interest on, the Securities of such series at maturity.

On or before 11:00 a.m. New York City time on each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or send any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default

except that, where the delivery of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under ARTICLE VII and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 7.04 or the Default cured on or before the thirtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE IV

COVENANTS

Section 4.01. Payment of Securities. The Company shall pay the Principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities and this Indenture. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register of the Company.

Notwithstanding any provisions of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt from the Company of immediately available funds by 11:00 A.M., New York City time (or such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same Principal amount as the unredeemed Principal amount of the Securities surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

The Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates the office of Wilmington Trust, National Association, as such office or agency of the Company; provided, however, in no case may service of legal process on the Company be made at an office of the Trustee. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required

office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.

The Company may also from time to time designate one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03. Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than 90 days after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate which certificate shall comply with the requirements of the Trust Indenture Act (but which need not contain the statements required by Section 12.04) from its principal executive, financial or accounting officer certifying (a) that a review has been conducted of the activities of the Company and its Subsidiaries and their respective performance under the Indenture and (b) that the Company has fulfilled all obligations under the Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) or specifying each such Default and the nature and status thereof.

ARTICLE V

SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person, unless:

it shall be the continuing Person, or the Person (if other than it) formed by such consolidation or into which it is merged to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “Surviving Person”), shall be a corporation, trust, limited partnership or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof;

the Surviving Person shall expressly assume, by supplemental indenture, all of the Company’s obligations under the Securities and this Indenture;

immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and

the Company or the Surviving Person, as applicable, shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that (y) the transaction or series of transactions and such supplemental indenture, if any, complies with this Section 5.01, and (z) all conditions precedent in this Indenture relating to the transaction or series of transactions have been satisfied.

Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor Person formed by

such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (except to the extent the Company remains an obligor), and may exercise every right and power of, the Company under this Indenture with the same effect as if such Person had been named as the Company herein and thereafter the predecessor Person, except as otherwise provided in any relevant supplemental indenture, shall be discharged from all obligations and covenants under this Indenture and the Securities.

Nothing contained in this Indenture shall prevent any consolidation or merger of a Subsidiary with or into the Company or another Subsidiary that is a wholly owned Subsidiary of the Company or shall prevent any sale, assignment, conveyance, transfer, lease or other disposition of the property or assets of the Company or a Subsidiary as an entirety or substantially as an entirety to the Company or another Subsidiary that is a wholly owned Subsidiary of the Company.

ARTICLE VI

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 6.01. Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished.

Section 6.02. Preservation of Information; Communications with Securityholders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 6.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).

(b) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities. The Company, the Trustee, the Agents and other Persons shall have the protection of Section 312(c) of the Trust Indenture Act.

Section 6.03. Reports by the Company.

(a) So long as any Securities are outstanding, the Company shall file with the Trustee, within 15 days after the Company files with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The Company shall be deemed to have complied with the previous sentence to the extent that such information, documents and reports are filed with the Commission via EDGAR (or any successor electronic delivery procedure).

(b) 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 constructive 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 Officer’s Certificates).

ARTICLE VII

DEFAULT AND REMEDIES

Section 7.01. Events of Default. An “Event of Default” shall occur with respect to the Securities of any series if:

(a) the Company defaults in the payment of the Principal of, or premium, if any, on any Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

(b) the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

(c) the Company defaults in the performance of or breaches any other covenant or agreement in this Indenture with respect to any Security of such series or in the Securities of such series (other than a Default specified in clause (a) and (b) above) and such default or breach continues for a period of 90 consecutive days or more after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate Principal amount of the Securities of all series affected thereby specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(d) a court having jurisdiction in the premises shall enter a decree or order for (i) relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for all or substantially all of the property and assets of the Company or (iii) the winding up or liquidation of the affairs of the Company, and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(e) the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors; or

(f) any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.

Section 7.02. Acceleration. (a) If an Event of Default (other than as described in clauses Section 7.01(d) or Section 7.01(e) that occurs with respect to the Company) with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the Principal of, or premium, if any, on which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate Principal amount of the Securities of such series then outstanding hereunder by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire Principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the Principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, premium, if any, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

(b) If an Event of Default described in clause Section 7.01(d) or Section 7.01(e) occurs and is continuing with respect to the Company, then the Principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as may be specified in the terms thereof established pursuant to Section 2.03) of all the Securities then outstanding, premium, if any, and interest accrued thereon, if any, shall be and become immediately due and payable, without any declaration, notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.

For all purposes under this Indenture, if a portion of the Principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the Principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the Principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the Principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 7.03. Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of Principal of, premium, if any, and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

Section 7.04. Waiver of Past Defaults. Subject to Section 7.02, 7.07 and 11.02, the Holders of at least a majority in aggregate Principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the Principal as is then accelerable under Section 7.02) of the outstanding Securities of each series affected, by written notice to the Trustee and the Company, may waive all past Defaults with respect to the Securities of such series and rescind and annul a declaration of acceleration and its consequences, if (a) all existing Events of Default, other than nonpayment of Principal of, premium, if any, or interest on any Security as specified in clauses Section 7.01(a) and Section 7.01(b) that have become due solely by such declaration of acceleration have been cured or waived and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 7.05. Control by Majority. Subject to Section 8.02(e), the Holders of at least a majority in aggregate Principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the Principal as is then accelerable under Section 7.02), of the outstanding Securities of each series affected, determined in accordance with Section 9.03, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders of Securities pursuant to this Section 7.05.

Section 7.06. Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of such series;

(b) the Holders of at least 25% in aggregate Principal amount of outstanding Securities of all such series affected shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any costs, liabilities or expenses to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) during such 60-day period, the Holders of a majority in aggregate Principal amount of the outstanding Securities of all such affected series have not given the Trustee a written direction that is inconsistent with such written request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

Section 7.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of Principal of, premium, if any, or interest, if any, on such Holder’s Security on or after the respective due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 7.08. Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal, premium, if any, or interest specified in clause (a) or (b) of Section 7.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, premium, if any, and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all amounts owing the Trustee under Section 8.07.

Section 7.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section 8.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon conversion or exchange of the Securities or upon any such claims

and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 8.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.10. Application of Proceeds. Any moneys or property collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys or property on account of Principal, premium, if any, or interest, upon presentation of the several Securities in respect of which moneys or property have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:

To the payment of all amounts due the Trustee under Section 8.07 applicable to the Securities of such series in respect of which moneys have been collected;

In case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and

To the payment of the remainder, if any, to the Company or any other person lawfully entitled thereto.

Section 7.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company,

the Trustee and the Holders shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 7.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 7.12 does not apply to a suit by a Holder pursuant to Section 7.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in Principal amount of the outstanding Securities of such series.

Section 7.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this ARTICLE VII or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE VIII

TRUSTEE

Section 8.01. General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein. The Trustee shall at all times comply with Section 310 of the Trustee Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this ARTICLE VIII.

If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

Section 8.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officer’s Certificate, Opinion of Counsel (or both), statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;

(b) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel, which shall conform to Section 12.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Section 8.01 and 8.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall protect the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;

(c) the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care;

(d) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against any costs, expenses or liabilities that might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with 7.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(g) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and

(h) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officer’s Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate Principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the

making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(l) Any permissive right of the Trustee shall not be construed as a duty.

Section 8.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:

(a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 8.04. Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of this Indenture or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds from the Securities.

Section 8.05. Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such Default is known to the actual knowledge of a Responsible Officer with the Corporate Trust Department of the Trustee, the Trustee shall give to each Holder of Securities of such series notice of such Default within 90 days after it occurs, or becomes known to the Trustee, to all Holders of Securities of such series in the manner and to the extent provided in Section 313(c) of the

Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of, premium, if any, or interest on any Security, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

Section 8.06. Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each [ ], following the date of this Indenture, deliver to Holders a brief report, dated as of such [ ], which complies with the provisions of such Section 313(a).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange. The Trustee shall comply with Sections 313(b)-(d) of the Trust Indenture Act.

Section 8.07. Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.

The Company shall indemnify the Trustee and any predecessor Trustee for, and hold them harmless against, any loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by them without negligence or willful misconduct on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves against or investigating any claim or liability and of complying with any process served upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.

To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, premium, if any, and interest on particular Securities.

The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under Section 7.01(d) or Section 7.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

Section 8.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 8.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Affiliate of the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

Section 8.10. Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 8.10.

The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 310 of the Trustee Indenture Act, (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 8.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in Principal amount of the outstanding Securities of such series, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.

The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 8.10 and Section 8.11, the Company’s obligations under Section 8.07 shall continue for the benefit of the retiring Trustee.

Section 8.11. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, fees and expenses, and subject to the lien provided for in Section 8.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b) of the Trust Indenture Act.

Section 8.12. Successor Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein.

Section 8.13. [Reserved]

Section 8.14. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under ARTICLE X of this Indenture.

Section 8.15. Preferential Collection of Claims Against the Company. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

ARTICLE IX

SECURITYHOLDERS

Section 9.01. Evidence of Action by Securityholders. Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in Person or by agent or proxy appointed in writing.

If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company, at its option, as evidenced by an Officer’s Certificate, may fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Section 9.02. Proof of Execution by Securityholders. Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.

(b) The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.

Section 9.03. Certain Securities Owned by Company Disregarded. In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent of waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by an Affiliate of the Company shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not an Affiliate. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities of a particular series, if any known by the Company to be owned or held by or for the account of any of the above described Persons and, subject to Sections 7.01 and 7.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such particular series not listed therein are Outstanding for the purpose of any such determination.

ARTICLE X

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.01. Satisfaction and Discharge of Indenture. If at any time (a)(i) all Securities of any series issued that have been authenticated and delivered have been delivered by the Company to the Trustee for cancellation (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08); or (ii) all the Securities of any series issued that have not been delivered by the Company to the Trustee for cancellation shall have become due and payable, or are by their terms to 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 such Trustee in the Company’s name and at the Company’s expense, the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 10.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including Principal, premium, if any, and interest due or to become due on or prior to such date of maturity or redemption as the case may be; provided, if U.S. Governmental Obligations are included, an opinion of a nationally recognized firm of Independent Public Accountants in a written certification delivered to the Trustee must express that such amount is sufficient; (b) the Company has paid or caused to be paid all other sums then due and payable under this Indenture; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture pursuant to this Section 10.01 have been complied with, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the obligation of the Company to the Trustee under Section 8.07 and (ii) if money shall have been deposited with the Trustee pursuant to this Section 10.01, the obligations of the Trustee under Section 10.02 hereof), and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and

expense of the Company, shall execute such instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series as reasonably requested by the Company; provided that the rights of Holders of the Securities to receive amounts in respect of Principal of, premium, if any, and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Section 10.02. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.04, all moneys (including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 10.01, Section 10.05 or Section 10.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 10.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

Section 10.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the Principal of, premium, if any, or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

Section 10.05. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the reasonable written request and expense of the Company, shall execute such instruments acknowledging the same as reasonably requested by the Company), except as to: (a) rights of Holders of the Securities of such series to receive payments of Principal thereof, premium thereto, and interest thereon, upon the original stated due dates therefor, (b) the Company’s obligations with respect to the issuance of temporary Securities and the registration of transfer with respect to the Securities of such series, the Company’s right of optional redemption, substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series and the maintenance an office or agency for payment for security payments held in trust pursuant to clause (i) hereof, (c) the rights, obligations and immunities of the Trustee hereunder and the Company’s obligations related thereto, and (d) the defeasance provisions contained in ARTICLE X of this Indenture; provided that the following conditions shall have been satisfied:

(i) with reference to this Section 10.05 the Company irrevocably has deposited or caused to be deposited with the Trustee (or another qualifying trustee) as trust funds in trust, for

the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of the Securities of such series, (a) money in an amount, (b) U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i), or (c) a combination thereof, in each case sufficient to pay and discharge, without consideration of reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof, and which shall be applied by the Trustee to pay and discharge (x) all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series provided, if U.S. Governmental Obligations are included, an opinion of a nationally recognized firm of Independent Public Accountants in a written certification delivered to the Trustee must express that such amount is sufficient;

(ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that, under then applicable U.S. federal income tax law, Holders of Securities of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 10.05 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended;

(iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(iv) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section 10.05 have been complied with; and

(v) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Section 10.06. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(s) and Section 7.14 and Section 7.01(f) (with respect to any covenants established pursuant to Section 2.03(s)) shall be deemed not to constitute a Default or an Event of Default with respect to Securities of any series, if:

(a) with reference to this Section 10.06, the Company has irrevocably deposited or caused to be deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 310(a)

of the Trustee Indenture Act) as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of the Securities of such series, (i) money in an amount, (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to below in this clause (a), or (iii) a combination thereof, in each case sufficient to pay and discharge, without consideration of reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof, series provided, if U.S. Governmental Obligations are included, an opinion of a nationally recognized firm of Independent Public Accountants in a written certification delivered to the Trustee must express that such amount is sufficient, and which shall be applied by the Trustee to pay and discharge all of the Principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the maturity or due dates thereof or if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, the redemption date, as the case may be;

(b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended;

(c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, of event that after the giving of notice or lapse of time or both would become an Event of Default, and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(d) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option under this Section 10.06 and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(e) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under this Section have been complied with; and

(f) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

Section 10.07. Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance with ARTICLE X by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with ARTICLE X; provided, however, that if the Company has made any payment of Principal of, premium, if any, or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the monies or U.S. Government Obligations held by the Trustee or paying agent.

Section 10.08. Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 10.08 and Section 10.02, the “Trustee”)

against any tax, fee or other charge, imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 10.01, 10.05 or 10.06 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Securities.

Section 10.09. Excess Funds. Anything in this ARTICLE X to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon request of the Company, any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 10.01, 10.05 or 10.06 which, in the opinion of a nationally recognized firm of Independent Public Accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this ARTICLE X.

Section 10.10. Qualifying Trustee. Any trustee appointed pursuant to Section 10.05 or 10.06 for the purpose of holding money or U.S. Government Obligations deposited pursuant to such Sections shall be appointed under an agreement with the Company and Trustee and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee

ARTICLE XI

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without notice to or the consent of any Holder:

(a) to cure any ambiguity, defect or inconsistency in this Indenture;

(b) to comply with ARTICLE V;

(d) to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11;

(e) to provide for the issuance of additional Securities;

(f) to establish the form or forms or terms of Securities of any series as permitted by Section 2.03;

(g) to make any change that in the good faith opinion of the board of directors of the Company does not materially and adversely affect the rights of any Holder;

(h) make any change that would provide any additional rights or benefits to the Holders;

(i) comply with the rules of any applicable securities depository;

(j) secure the Securities; or

(k) to conform any provision to the “Description of Notes” in the offering memorandum or prospectus for the Securities of such series.

Section 11.02. With Consent of Holders. Subject to Section 7.04 and 7.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in Principal amount of the outstanding Securities of each series affected by such amendment, and the Holders of a majority in Principal amount of the outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series.

Notwithstanding the provisions of this Section 11.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 7.04, may not:

(a) change the stated maturity of the Principal of, or any installment of interest on, such Holder’s Security,

(b) reduce the Principal amount of, or the rate of interest on (including any amount in respect of original issue discount), such Holder’s Security;

(c) change the place or currency of payment of the Principal of, premium, if any, or any installment of interest on, such Holder’s Security;

(d) impair the right to institute suit for the enforcement of any payment on or after the stated maturity (or in the case of a redemption, on or after the redemption date) of such Holder’s Security;

(e) waive a default in the payment of the Principal of, premium, if any, or interest on, such Holder’s Security; or

(f) reduce the percentage or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for the consent of any Holder under this Section 11.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Section 11.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder

of a Security or portion of a Security that evidences the same debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Securities affected thereby.

The Company may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose of determining the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record date. No such consent shall be valid or effective for more than six months after such record date.

After an amendment, supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such Securities unless it is of the type described in any of clauses (a) through (f) of Section 11.02. In case of an amendment or waiver of the type described in clauses (a) through (f) of Section 11.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting Holder.

Section 11.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Company may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated. Alternatively, if the Company so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.

Section 11.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this ARTICLE XI is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 11.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this ARTICLE XI shall conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 12.02. Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person when received or (b) if mailed by first class mail 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

if to the Company:

Metaldyne Performance Group Inc.

One Towne Square, Suite 550

Southfield, MI 48076

Telecopy:

Attention: General Counsel

if to the Trustee:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, Minnesota 55402

Attn: Metaldyne Performance Group Inc.

Facsimile: (612) 217-5651

The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication shall be sufficiently given to Holders of any Securities by sending to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee at their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 12.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Scurity (or its designee) pursuant to the standing instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary.

The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods believed by it to be genuine by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company or any Holder. The Company agrees to assume all risks arising out of interception and misuse by third-parties of such instructions or directions sent by e-mail, facsimile or other similar unsecured electronic methods.

Section 12.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 12.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by Section 4.03) shall include:

(a) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(c) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 12.05. Evidence of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Registered Security shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of, premium, if any, and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.

Section 12.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

Section 12.07. Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for payment of Principal or interest on any Security shall not

be a Business Day at any place of payment, then payment of Principal of, premium, if any, or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment for the period from and after such date.

Section 12.08. Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.

Section 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.

Section 12.10. Successors. All agreements of the Company in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 12.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.12. Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13. Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

Section 12.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security, or because of any Indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director, employee or controlling person, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Section 12.15. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.16. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.17. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.


METALDYNE PERFORMANCE GROUP INC., as the Company

By:
		Name:
		Title:


WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Trustee

By:
		Name:
		Title:

Exhibit 4.8

MPG Holdco I Inc.

as the Company,

and

Wilmington Trust, National Association

as Trustee

Indenture

Dated as of ,

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1

Section 1.01.	Definitions		1

Section 1.02.	Other Definitions		7

Section 1.03.	Incorporation by Reference of Trust Indenture Act		7

Section 1.04.	Rules of Construction		8

ARTICLE II THE SECURITIES			8

Section 2.01.	Form and Dating		8

Section 2.02.	Execution And Authentication		8

Section 2.03.	Amount Unlimited; Issuable in Series		10

Section 2.04.	Denomination and Date of Securities; Payments of Interest		12

Section 2.05.	Registrar and Paying Agent; Agents Generally		12

Section 2.06.	Paying Agent to Hold Money in Trust		13

Section 2.07.	Transfer and Exchange		13

Section 2.08.	Replacement Securities		15

Section 2.09.	Outstanding Securities		16

Section 2.10.	Temporary Securities		16

Section 2.11.	Cancellation		16

Section 2.12.	CUSIP Numbers		17

Section 2.13.	Defaulted Interest		17

ARTICLE III REDEMPTION			17

Section 3.01.	Applicability of Article		17

Section 3.02.	Notice of Redemption; Partial Redemptions		17

Section 3.03.	Payment of Securities Called for Redemption		18

Section 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption		19

Section 3.05.	Mandatory and Optional Sinking Funds		19

ARTICLE IV COVENANTS			21

Section 4.01.	Payment of Securities		21

Section 4.02.	Maintenance of Office or Agency		21

Section 4.03.	Certificate to Trustee		22

ARTICLE V SUCCESSOR CORPORATION			22

Section 5.01.	When Company May Merge, Etc.		22

TABLE OF CONTENTS

(cont.)


		Page
Section 5.02.	Successor Substituted		23

ARTICLE VI SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE			23

Section 6.01.	Securityholders’ Lists		23

Section 6.02.	Preservation of Information; Communications with Securityholders		23

Section 6.03.	Reports by the Company		23

ARTICLE VII DEFAULT AND REMEDIES			24

Section 7.01.	Events of Default		24

Section 7.02.	Acceleration		24

Section 7.03.	Other Remedies		25

Section 7.04.	Waiver of Past Defaults		25

Section 7.05.	Control by Majority		25

Section 7.06.	Limitation on Suits		26

Section 7.07.	Rights of Holders to Receive Payment		26

Section 7.08.	Collection Suit by Trustee		26

Section 7.09.	Trustee May File Proofs of Claim		26

Section 7.10.	Application of Proceeds		27

Section 7.11.	Restoration of Rights and Remedies		27

Section 7.12.	Undertaking for Costs		28

Section 7.13.	Rights and Remedies Cumulative		28

Section 7.14.	Delay or Omission Not Waiver		28

ARTICLE VIII TRUSTEE			28

Section 8.01.	General		28

Section 8.02.	Certain Rights of Trustee		28

Section 8.03.	Individual Rights of Trustee		30

Section 8.04.	Trustee’s Disclaimer		30

Section 8.05.	Notice of Default		30

Section 8.06.	Reports by Trustee to Holders		31

Section 8.07.	Compensation and Indemnity		31

Section 8.08.	Disqualification; Conflicting Interests		32

Section 8.09.	Corporate Trustee Required; Eligibility		32

Section 8.10.	Replacement of Trustee		32

Section 8.11.	Acceptance of Appointment by Successor		33

TABLE OF CONTENTS

(cont.)


		Page
Section 8.12.	Successor Trustee By Merger, Etc.		33

Section 8.13.	[Reserved]		34

Section 8.14.	Money Held in Trust		34

Section 8.15.	Preferential Collection of Claims Against the Company		34

ARTICLE IX SECURITYHOLDERS			34

Section 9.01.	Evidence of Action by Securityholders		34

Section 9.02.	Proof of Execution by Securityholders		34

Section 9.03.	Certain Securities Owned by Company Disregarded		35

ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS			35

Section 10.01.	Satisfaction and Discharge of Indenture		35

Section 10.02.	Application by Trustee of Funds Deposited for Payment of Securities		36

Section 10.03.	Repayment of Moneys Held by Paying Agent		36

Section 10.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years		36

Section 10.05.	Defeasance and Discharge of Indenture		36

Section 10.06.	Defeasance of Certain Obligations		37

Section 10.07.	Reinstatement		38

Section 10.08.	Indemnity		39

Section 10.09.	Excess Funds		39

Section 10.10.	Qualifying Trustee		39

ARTICLE XI AMENDMENTS, SUPPLEMENTS AND WAIVERS			39

Section 11.01.	Without Consent of Holders		39

Section 11.02.	With Consent of Holders		40

Section 11.03.	Revocation and Effect of Consent		41

Section 11.04.	Notation on or Exchange of Securities		41

Section 11.05.	Trustee to Sign Amendments, Etc.		41

Section 11.06.	Conformity with Trust Indenture Act		41

ARTICLE XII MISCELLANEOUS			41

Section 12.01.	Trust Indenture Act of 1939		41

Section 12.02.	Notices		42

Section 12.03.	Certificate and Opinion as to Conditions Precedent		43

Section 12.04.	Statements Required in Certificate or Opinion		43

Section 12.05.	Evidence of Ownership		43

iii

TABLE OF CONTENTS

(cont.)


		Page
Section 12.06.	Rules by Trustee, Paying Agent or Registrar		43

Section 12.07.	Payment Date Other Than a Business Day		44

Section 12.08.	Governing Law		44

Section 12.09.	No Adverse Interpretation of Other Agreements		44

Section 12.10.	Successors		44

Section 12.11.	Duplicate Originals		44

Section 12.12.	Separability		44

Section 12.13.	Table of Contents, Headings, Etc.		44

Section 12.14.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability		44

Section 12.15.	Waiver of Jury Trial		44

Section 12.16.	Force Majeure		44

Section 12.17.	U.S.A. Patriot Act		45

Cross Reference Table^*


Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		8.01 8.10 10.06(a)
310(b)		8.03
		8.08
		8.10
		8.11
311(a)		8.15
311(b)		8.03
		8.15
312(a)		6.01
		6.02(a)
312(b)		6.02(b)
312(c)		6.02(b)
313(a)		8.06
313(b)		8.06
313(c)		3.02 8.05 8.06 12.02
313(d)		8.06
314(a)		4.03 6.03
314(b)		Inapplicable
314(c)		12.03 12.04
314(d)		Inapplicable
314(e)		12.04
314(f)		Inapplicable
315(a)		8.01 8.02
315(b)		8.05
315(c)		8.01
315(d)		8.01 8.02
315(e)		7.12
316(a)		7.05 9.03
316(b)		7.07
316(c)		9.01
317(a)		7.08 7.09
317(b)		2.05 2.06
318(a)		12.01

^*	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.

INDENTURE, dated as of , between MPG Holdco I, a Delaware corporation, as the Company, and Wilmington Trust, National Association, as Trustee.

RECITALS OF THE COMPANY

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

NOW, THEREFORE:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“Agent” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

“Business Day” means each day that 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

(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.

“Closing Date” means the date on which any series of Securities was originally issued under this Indenture.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to ARTICLE V of this Indenture and thereafter means the successor.

(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

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be principally administered, which office at the date of the execution of this instrument is located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: MPG Holdco I Administrator, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).

“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.

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

“Holder” or “Securityholder” means the registered holder of any Security with respect to Registered Securities.

“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);

(d) representing any Hedging Obligations;

“Moody’s” means Moody’s Investors Service, Inc.

“Principal” of a Security means the principal amount due on the Stated Maturity as shown on such Security.

“Registered Security” means any Security registered on the Security Register (as defined in Section 2.05).

“Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.

Section 1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:


Term	Section
Authenticating Agent		2.02
cash transaction		8.03
Event of Default		7.01
mandatory sinking fund payment		3.05
optional sinking fund payment		3.05
Paying Agent		2.05
record date		2.04
Registrar		2.05
Security Register		2.05
self-liquidating paper		8.03
sinking fund payment date		3.05
Surviving Person		5.01