FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2014 between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
MPG HOLDCO I INC. as Company THE GUARANTORS NAMED HEREIN as Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee 7.375% Senior Notes due 2022 INDENTURE Dated as of October 20, 2014Indenture • October 29th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
INDENTURE dated as of October 20, 2014, among MPG Holdco I Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined), and Wilmington Trust, National Association, as trustee (the “Trustee”).
METALDYNE PERFORMANCE GROUP INC. (a Delaware corporation) [l] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
Metaldyne Performance Group Inc., a Delaware corporation (the “Company”) and ASP MD Investco LP (the “Selling Stockholder”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom Merrill Lynch, Goldman Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholder, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2017 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Michigan
THIS AGREEMENT is entered into as of July 18, 2016 (the “Effective Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and Thomas M. Dono, Jr. (“Executive).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 14th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 4, 2014 (the “Replacement Grant Date”), is entered into between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 29th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 4, 2014 (the “Grant Date”), is entered into between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”).
METALDYNE PERFORMANCE GROUP INC.Restricted Stock Award Agreement • December 4th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of [—], 2014 (the “Grant Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and [—] (“Participant”).
AGREEMENT AND PLAN OF MERGER by and among AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., ALPHA SPV I, INC. and METALDYNE PERFORMANCE GROUP INC. Dated as of November 3, 2016Agreement and Plan of Merger • November 3rd, 2016 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 3, 2016 (this “Agreement”), by and among American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Parent”), Alpha SPV I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Metaldyne Performance Group Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT Dated as of October 20, 2014 between MPG HOLDCO I INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO And DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as...Registration Rights Agreement • November 14th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
This Agreement is made pursuant to the Purchase Agreement, dated October 10, 2014 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors (including those additional guarantors, if any, that become party to this Agreement pursuant to Section 10(e) hereof) has agreed or will agree, as applicable, to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in 6(l) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of the date hereof (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below).
VOTING AGREEMENTVoting Agreement • November 3rd, 2016 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
This Voting Agreement (this “Agreement”) is entered into as of November 3, 2016, among American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Parent”), and ASP MD Investco LP, a Delaware limited partnership (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
STOCKHOLDERS’ AGREEMENT by and among METALDYNE PERFORMANCE GROUP INC., ASP MD INVESTCO LP, ASP HHI INVESTCO LP, ASP GREDE INVESTCO LP and THE MINORITY INVESTORS IDENTIFIED HEREIN Dated as of August 4, 2014Stockholders’ Agreement • August 22nd, 2014 • Metaldyne Performance Group Inc. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of August 4, 2014, by and among (i) Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), (ii) ASP MD Investco LP, a Delaware limited partnership, ASP HHI Investco LP, a Delaware limited partnership, and ASP Grede Investco LP, a Delaware limited partnership (each of the foregoing, an “AS Investor,” and together with their respective successors and permitted assigns and transferees, the “AS Investors”), (iii) the parties identified on the signature pages hereto as “Original Management Investors” (collectively, together with their respective Permitted Transferees, the “Original Management Investors”), (iv) GE Capital Equity Holdings, Inc., a Delaware corporation (the “Other Original Investor”), (v) the parties identified on the signature pages to the supplementary agreements referred to in Section 6.16 hereof as “Additional Investors” (collectively, together with their respective Permitted Transferees, the “Ad
1,350,000,000 Term Loans $250,000,000 Revolving Credit Commitments CREDIT AGREEMENT Among METALDYNE PERFORMANCE GROUP INC., as Holdings, MPG HOLDCO I INC., as the Borrower, and certain Subsidiaries party hereto from time to time, as Subsidiary...Credit Agreement • October 29th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 20, 2014, is made among MPG HOLDCO I INC., a Delaware corporation, as borrower (the “Borrower”), METALDYNE PERFORMANCE GROUP INC., a Delaware corporation (“Holdings”), certain Subsidiaries (as hereinafter defined) from time to time party hereto, as Subsidiary Guarantors (as hereinafter defined), the banks and financial institutions listed on the signature pages hereto or that become parties hereto after the Closing Date (as hereinafter defined), as Lenders (as hereinafter defined) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent for the Lenders and collateral agent for the Secured Parties (as hereinafter defined) and as Swingline Lender (as hereinafter defined).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 6th, 2017 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of ________ (the “Grant Date”), is entered into between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and ________ (the “Optionee”).
COMMERCIAL LEASE SUBJECT TO THE PROVISION OF ARTICLES L. 145-1 ET SEQ. OF THE FRENCH COMMERCIAL CODEMetaldyne Performance Group Inc. • October 7th, 2014 • Motor vehicle parts & accessories
A real estate investment company with registered capital of €7,622.45, with its registered offices at VAULX-EN-VELIN (Rhône) - 112, avenue Franklin Roosevelt, registered with the Trade and Companies Registry of LYON under the number 779 793 561,
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 7th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2012, by and between DYNE (DE) LP, a Delaware limited partnership (“Landlord”), and METALDYNE POWERTRAIN COMPONENTS, INC., a Delaware corporation (“Tenant”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 16th, 2015 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 29, 2015, among Grede LLC (the “Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture dated as of October 20, 2014 among MPG Holdco I Inc., a Delaware corporation (the “Company”), the guarantors party thereto, and the Trustee (as amended, supplemented or otherwise modified, the “Indenture”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG METALDYNE PERFORMANCE GROUP INC. (A DELAWARE CORPORATION), GREDE MERGER SUB, LLC (A DELAWARE LIMITED LIABILITY COMPANY), METALDYNE MERGER SUB, INC. AND HHI MERGER SUB, INC. (EACH, A DELAWARE CORPORATION), ASP...Agreement and Plan of Merger • August 22nd, 2014 • Metaldyne Performance Group Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as July 31, 2014, is made by and among: (i) Metaldyne Performance Group Inc., a Delaware corporation (“MPG”); (ii) Grede Merger Sub, LLC, a Delaware limited liability company (“Grede Merger Sub”), Metaldyne Merger Sub, Inc., a Delaware corporation (“Metaldyne Merger Sub”), and HHI Merger Sub, Inc., a Delaware corporation (“HHI Merger Sub”), and each a wholly-owned subsidiary of MPG (each a “Merger Sub” and collectively, the “Merger Subs”); (iii) ASP Grede Intermediate Holdings LLC, a Delaware limited liability company (“Grede”), ASP MD Holdings, Inc., a Delaware corporation (“Metaldyne”), ASP HHI Holdings, Inc., a Delaware corporation (“HHI”); and (iv), solely for the purposes of Section 7.03, ASP Grede Holdings LLC, a Delaware limited liability company (“Grede Holdings”).
ContractConstruction Agreement • October 7th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories
PRE-LEASE CONTRACT BETWEEN SUZHOU FANGZHENG CONSTRUCTION DEVELOPMENT COMPANY LTD And METALDYNE,LLC Suzhou Fangzhen Construction/Metaldyne Pre-Lease Agreement
METALDYNE PERFORMANCE GROUP INC.Incentive Plan Restricted Stock Unit Award Agreement • March 6th, 2017 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into as of _______ (the “Grant Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”).
SECURITY AGREEMENT dated as of October 20, 2014 among MPG HOLDCO I INC., as Borrower, THE GUARANTORS PARTY HERETO and GOLDMAN SACHS BANK USA, as Collateral AgentSecurity Agreement • November 14th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
SECURITY AGREEMENT dated as of October 20, 2014 (this “Agreement”) among MPG HOLDCO I INC. (the “Borrower”), the GUARANTORS from time to time party hereto and GOLDMAN SACHS BANK USA, as the collateral agent (in such capacity, the “Collateral Agent”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • February 29th, 2016 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Michigan
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into as of the 17th day of December 2015, by and among Tom Amato (the “Executive”) and Metaldyne Performance Group, Inc., a Delaware corporation (“MPG,” and together with its subsidiaries, the “MPG Entities”).
METALDYNE PERFORMANCE GROUP INC.Restricted Stock Award Agreement • December 4th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of [—], 2014 (the “Grant Date”) between Metaldyne Performance Group Inc., a Delaware corporation (the “Company”), and [—] (“Participant”).
LEASE AGREEMENT by and between DYNE (DE) LP, a Delaware limited partnership, as LANDLORD and METALDYNE POWERTRAIN COMPONENTS, INC., a Delaware corporation as, TENANT Premises: Twinsburg, OH Dated as of: December 29, 2009Lease Agreement • October 7th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • New York
This LEASE AGREEMENT (this “Lease”), made as of the 29th day of December, 2009 (the “Effective Date”), between DYNE (DE) LP, a Delaware limited partnership (“Landlord”), with an address c/o W. P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and, METALDYNE POWERTRAIN COMPONENTS, INC., a Delaware corporation (Tenant”), with an address at 47603 Halyard Drive, Plymouth, Michigan 48170-2429.
LEASELease • October 7th, 2014 • Metaldyne Performance Group Inc. • Motor vehicle parts & accessories • Indiana
THIS LEASE, dated the 23rd day of January, 2002, by and between KOJAIAN MD NORTH VERNON, L.L.C., a Michigan limited liability company, having an office c/o Kojaian Management Corporation at 39400 Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304 (hereinafter referred to as “Landlord”), and METALDYNE SINTERED COMPONENTS OF INDIANA, INC., a Delaware corporation, having an office at 47603 Halyard Drive, Plymouth, Michigan 48170 (hereinafter referred to as “Tenant”).
