**Exhibit3.14**

**CERTIFICATEOF INCORPORATION**

**OF**

**HCCMACHINING COMPANY, INC.**

**(ADelaware Corporation)**

 

FIRST.                   The name of the corporationis HCC Machining Company, Inc.

 

SECOND.              The name and address of thecorporation’s registered agent in the State of Delaware is:  The Corporation Trust Company, CorporationTrust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware19801.

 

THIRD.                  The purpose of the corporationis to engage in any lawful act or activity for which corporations may beorganized under the General Corporation Law of Delaware.

 

FOURTH.              The total number of shares of allclasses of stock which the corporation shall have authority to issue is OneHundred (100) shares of Common Stock, par value $.01 per share.

 

FIFTH.                   The business and affairs ofthe corporation shall be managed by and under the direction of the Board ofDirectors.

 

SIXTH.                   To the fullest extentpermitted by the General Corporation Law of the State of Delaware, as the sameexists or may hereafter be amended, a director of the corporation shall not beliable to the corporation or its stockholders for monetary damages for breachof fiduciary duty as a director.  Theliability of a director of the corporation to the corporation or its stockholdersfor monetary damages shall be eliminated to the fullest extent permissibleunder applicable law in the event it is determined that Delaware law does notapply.  The corporation is authorized toprovide by bylaw, agreement or otherwise for indemnification of directors,officers, employees and agents for breach of duty to the corporation and itsstockholders in excess of the indemnification otherwise permitted by applicablelaw.  Any repeal or modification of thisArticle shall not result in any liability for the director with respect to anyaction or omission occurring prior to such repeal or modification.

 

SEVENTH.             The corporation reserves the rightto amend, alter, change or repeal any provision contained in this Certificateof Incorporation, in the manner now or hereafter prescribed by statute and bythis Certificate of Incorporation, and all rights conferred upon stockholdersherein are granted subject to this reservation.

 

EIGHTH.                In addition to the other powersexpressly granted by statute, the Board of Directors of the corporation shallhave the power to adopt, alter or amend the bylaws of the corporation.

 

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NINTH.                  The name and mailing addressof the incorporator is: Samara T. Jaffe, c/o O’Melveny and Myers, 1999 Avenueof the Stars, 7th Floor, Los Angeles, California 90067.

 

I, THE UNERSIGNED, being the incorporator hereinbeforenamed for the purpose of forming a corporation in pursuance of the GeneralCorporation Law of the State of Delaware and the acts amendatory thereof andsupplemental thereto, make and file this Certificate of Incorporation herebydeclaring and certifying that the facts herein stated are true this 19thday of March, 1999.

 
|   |            |   |
|--------|-----------------|--------|
|   | Samara T. Jaffe |
|   | Incorporator    |

 

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