Exhibit 3.5
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 09:00 AM 11/21/1996 |
| 960340665 - 2686543 |
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN ENTERPRISES MPT HOLDINGS, L.P.
The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, hereby certifies as follows.
FIRST: The name of the limited partnership is American Enterprises MPT Holdings, L.P.
SECOND: The name and address of the Registered Agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.
THIRD: The name and mailing address of the sole general partner is as follows:
Capital Yield Corp.
9211 Forest Hill Avenue, Suite 109
Richmond, Virginia 23235
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of American Enterprises MPT Holdings, L.P. as of November 20, 1996.
| Capital Yield Corp. | |||
| General Partner | |||
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| By: | /s/ Michael G. Ryan | ||
| Name: | Michael G. Ryan | ||
| Title: | President | ||
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:25 AM 05/30/2003 |
| FILED 08:30 AM 05/30/2003 |
| SRV 030355423 – 2686543 FILE |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN ENTERPRISES MPT HOLDINGS, L.P.
Pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, the undersigned, the sole general partner of American Enterprises MPT Holdings, L.P. (hereinafter the “Limited Partnership”), organized and existing under and by virtue of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:
FIRST: The name of the limited partnership is American Enterprises MPT Holdings, L.P.
SECOND: The Certificate of Limited Partnership is amended by striking Article Third in its entirety and inserting the following new Article Third in its place:
“THIRD: The name and mailing address of the sole general partner is as follows:
CLFX Corporation
8730 Stony Point Parkway
Suite 150
Richmond, Virginia 23235”
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the General Partner, has executed this Certificate of Amendment to the Certificate of Limited Partnership on this 30th day of May, 2003.
| American Enterprises MPT Holdings, L.P. | ||
| By CLFX Corporation, its General Partner | ||
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| By: | /s/Douglas Barnett |
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| Douglas Barnett | |
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| Senior Vice President, Chief Financial |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 11:05 AM 11/30/2004 |
| FILED 10:44 AM 11/30/2004 |
| SRV 040856678 – 2686543 FILE |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN ENTERPRISES MPT HOLDINGS, L.P.
Pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, the undersigned, the sole general partner of American Enterprises MPT Holdings, L.P. (hereinafter the “Limited Partnership”), organized and existing under and by virtue of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:
FIRST: The name of the limited partnership is American Enterprises MPT Holdings, L.P.
SECOND: The Certificate of Limited Partnership is amended by striking Article Third in its entirety and inserting the following new Article Third in its place:
“THIRD: The name and mailing address of the sole general partner is as follows:
Power Transmission Holding LLC
8780 Stony Point Parkway
Suite 150
Richmond, Virginia 23235”
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the General Partner, has executed this Certificate of Amendment to the Certificate of Limited Partnership on this 29th day of November, 2004.
| AMERICAN ENTERPRISES MPT HOLDINGS, L.P. | |||
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| By Power Transmission Holding LLC, | |||
| its General Partner | |||
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| By: | /s/ THOMAS M. O’BRIEN |
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| Thomas M. O’Brien | |
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| Senior Vice President, General Counsel | |
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| and Secretary |