Exhibit 3.37
STATE of DELAWARE
LIMITED LIABILITY
CERTIFICATE of FORMATION
Pursuant to Section 18-201 of the Delaware Limited Liability Company Act:
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| First: | | The name of the limited liability company is Bel-Ray Company, LLC |
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| Second: | | The registered office in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, DE 19901. |
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| Third: | | The name of its Registered Agent at such address is Capitol Services, Inc. |
IN WITNESS WHEREOF, an authorized person has executed this Certificate of Formation on the 5th of December, 2013.
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| By: | | /s/ Daryl Brosnan |
| Name: | | Daryl Brosnan |
| Title: | | Authorized Person |
CERTIFICATE OF MERGER
of
BEL-RAY COMPANY, L.L.C.
a New Jersey limited liability company
with and into
BEL-RAY COMPANY, LLC
a Delaware limited liability company
This Certificate of Merger (the “Certificate”) is being executed and filed pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) by Bel-Ray Company, LLC. The undersigned hereby certifies that:
FIRST: The name and jurisdiction of formation or organization of each of the constituent entities which are to merge are as follows:
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| Name of Constituent Entity | | Organizational Form | | Jurisdiction of Organization |
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| Bel-Ray Company, L.L.C. | | Limited Liability Company | | New Jersey |
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| Bel-Ray Company, LLC | | Limited Liability Company | | Delaware |
SECOND: The Agreement and Plan of Merger, dated December 10, 2013 (the “Merger Agreement”), has been approved and executed by each of the constituent limited liability companies.
THIRD: The name of the surviving limited liability company is Bel-Ray Company, LLC (the “Surviving Entity”),
FOURTH: The merger contemplated hereby shall become effective at 4:00 p.m. (Central Standard time) on December 10, 2013.
FIFTH: The executed Merger Agreement is on file at the offices of the Surviving Entity at the following address: Bel-Ray Company, LLC, P.O. Box 526, Farmingdale, New Jersey 07727.
SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of, or any person holding an interest in, any constituent limited liability company.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed as of the date first written above.
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| BEL-RAY COMPANY, LLC |
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| By: | | /s/ Daryl A. Brosnan |
| Name: | | Daryl A. Brosnan |
| Title: | | Managing Member |
Signature Page to Bel-Ray Company, LLC/Bel-Ray Company, L.L.C. Certificate of Merger
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited liability company isBel-Ray Company, LLC.
2. The Registered Office of the limited liability company in the State of Delaware is changed toCorporation Trust Center,1209 Orange Street (street), in the City ofWilmington, Zip Code19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served isTHE CORPORATION TRUST COMPANY.
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| By: | | /s/ R. Patrick Murray, II |
| Name: | | R. Patrick Murray, II SVP & CFO |
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