0001193125-15-163623 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG HOLDINGS, LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Jernberg Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

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PUNCHCRAFT MACHINING AND TOOLING, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 2, 2009
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 2, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JERNBERG INDUSTRIES, LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Jernberg Industries, LLC, a Delaware limited liability company (the “Company”), is made by Jernberg Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FUNDING II, LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March , 2010 of HHI Funding II, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH, LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI FormTech, LLC, a Delaware limited liability company (the “Company”), is made by HHI FormTech Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GREDE WISCONSIN SUBSIDIARIES LLC Dated as of February 2, 2010
Operating Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Wisconsin

THIS OPERATING AGREEMENT is made on February 2, 2010 by and between GREDE WISCONSIN SUBSIDIARIES LLC, a Wisconsin limited liability company, and the Member of the Company who agree as follows:

LIMITED LIABILITY COMPANY AGREEMENT OF ASP GREDE ACQUISITIONCO LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This Limited Liability Company Agreement (this “Agreement”) of ASP Grede Acquisitionco LLC is entered into this 25th day of March, 2014 by ASP Grede Intermediate Holdings LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

METALDYNE, LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 12, 2012
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 12, 2012 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. This Agreement amends and restates entirely that Limited Liability Company Agreement of the Company, dated as of September 17, 2009 (as amended from time to time prior to the date hereof, the “Original Agreement”). Certain terms used herein are defined in Section 1.1 below.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREDE HOLDINGS LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede Holdings LLC is entered into this 2nd day of June, 2014, by and among (i) ASP Grede Acquisitionco LLC (the “Managing Member”), and (ii) GSC RIII – Grede Corp. and SHOP IV Subsidiary Investment (Grede), Inc. (collectively, with the Managing Member, the “Members”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE MESH COMPANY, LLC
Operating Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories

The undersigned, being the sole member of The Mesh Company, LLC, an Arkansas limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement (this “Operating Agreement”) of the Company effective the 11th day of March, 2010.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CITATION LOST FOAM PATTERNS, LLC Dated as of JANUARY 8, 2009
Operating Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

THIS OPERATING AGREEMENT is made on January 8, 2009 between Citation Lost Foam Patterns, LLC, a Delaware limited liability company, and the Member of the Company who agree as follows:

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI HOLDINGS, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Intermediate Group Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREDE II LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede II LLC is entered into this 2nd day of June, 2014 by Grede Holdings LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HHI FORMTECH HOLDINGS, LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI FormTech Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC
Limited Liability Company Agreement • May 1st, 2015 • Jernberg Industries, LLC • Motor vehicle parts & accessories • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ASP Grede Intermediate Holdings LLC (the “Company”) is entered into this 20th day of October, 2014 by the Company and MPG Holdco I Inc. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

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