Accellent Inc. 10% Senior Subordinated Notes Due 2017 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 2nd, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
Accellent Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $315,000,000 principal amount of its 10% Senior Subordinated Notes due 2017, which are guaranteed by the Guarantors identified in the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CREDIT AGREEMENT Dated as of January 29, 2010 among ACCELLENT INC., as Borrower The Several Lenders from Time to Time Parties Hereto WELLS FARGO CAPITAL FINANCE, LLC as Administrative Agent and Collateral Agent, and WELLS FARGO CAPITAL FINANCE, LLC as...Credit Agreement • February 3rd, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT dated as of January 29, 2010, among ACCELLENT INC., a Maryland corporation (“Borrower”), the lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent and Collateral Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1) , and WELLS FARGO CAPITAL FINANCE, LLC, as Lead Arranger and Bookrunner.
SECURITY AGREEMENTSecurity Agreement • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
THIS SECURITY AGREEMENT, dated as of January 29, 2010, among ACCELLENT INC., a Maryland corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively, jointly and severally, as the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and WELLS FARGO CAPITAL FINANCE, LLC, as administrative agent (the “Administrative Agent”) and as Collateral Agent)
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Accellent Inc • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of August 3, 2011 (the “Effective Date”) by and between Accellent Inc. (the “Company”) and James McGorry (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of January 15, 2010 (the “Effective Date”) by and between Accellent Inc. (the “Company”) and Dean Schauer (the “Executive”).
PLEDGE AGREEMENTPledge Agreement • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
PLEDGE AGREEMENT, dated as of January 29, 2010, among ACCELLENT INC., a Maryland corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such undersigned subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Borrower are referred to collectively, jointly and severally, as the “Pledgors”), and WELLS FARGO CAPITAL FINANCE, LLC, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and WELLS FARGO CAPITAL FINANCE, LLC, as administrative agent (the “Administrative Agent”) and as Collateral Agent).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Accellent Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 20th day of September, 2005 (the “Effective Date”) is entered into by Accellent Corp. (pka) Medical Device Manufacturing, Inc. (dba) Accellent, Inc., a Colorado corporation with its principle place of business at 200 West Seventh Avenue, Collegeville, PA 19426 (the “Company”), and Michael Hassman (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2007 • Accellent Inc • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of September 4, 2007 (the “Effective Date”) by and between Accellent Inc. (the “Company”) and Jeremy Friedman (the “Executive”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 30th, 2007 • Accellent Inc • Surgical & medical instruments & apparatus • New York
This Amendment No. 1 to Credit Agreement, dated as of April 27, 2007 (this “Amendment”), is entered into among ACCELLENT INC., a Maryland corporation (the “Borrower”), ACCELLENT ACQUISITION CORP, a Delaware corporation (“Holdings”), the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of November 22, 2005 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, Holdings, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • Accellent Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 13th day of April, 2005 (the “Effective Date”) is entered into Medical Device Manufacturing, Inc. (dba) Accellent, Inc., a Colorado corporation with its principle place of business at 200 West Seventh Avenue, Collegeville, PA 19426 (the “Company”), and Daniel DeSantis (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • Accellent Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 1st day of December 2005 (the “Effective Date”) is entered into by Accellent Corp. (d/b/a Accellent, Inc.), a Colorado corporation with its principle place of business at 100 Fordham Road, Wilmington, MA 01887 (the “Company”), and Jeffrey M. Farina (the “Employee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Accellent Inc • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of October 20, 2011, is made by and between Accellent Inc. (the “Company”) and Donald J. Spence (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Accellent Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT (this “Amendment“) is entered into between Accellent Inc. (the “Company”), and Jeremy Friedman (the “Executive”) under the following circumstances.
PLEDGE AGREEMENTPledge Agreement • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
THIS PLEDGE AGREEMENT, dated as of January 29, 2010, among ACCELLENT INC., a Maryland corporation (the “Company”), each of the subsidiaries of the Company listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Company are referred to collectively, jointly and severally, as the “Pledgors”), and THE BANK OF NEW YORK MELLON, as notes collateral agent (in such capacity, the “Notes Collateral Agent”) pursuant to an indenture, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, each Guarantor (as defined in the Indenture) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”) and as Notes Collateral Agent on behalf of the holders of the Notes (as defined below) (the “Holders”).
SECURITY AGREEMENTSecurity Agreement • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
THIS SECURITY AGREEMENT, dated as of January 29, 2010, among ACCELLENT INC., a Maryland corporation (the “Company”), each of the subsidiaries of the Company listed on Annex A hereto (each such undersigned subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively, jointly and severally, as the “Grantors”), and THE BANK OF NEW YORK MELLON, as notes collateral agent (in such capacity, the “Notes Collateral Agent”) pursuant to an indenture, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, each Guarantor (as defined in the Indenture) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”) and as Notes Collateral Agent on behalf of the holders of the Notes (as defined below) (the “Holders”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Accellent Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT (this “Amendment“) is entered into between Accellent Inc. (the “Company”), and Robert E. Kirby (the “Executive”) under the following circumstances.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Accellent Inc • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of October 20, 2011, is made by and between Accellent Inc. (the “Company”) and Dean Schauer (the “Executive”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 28, 2010, by and among Accellent Inc., a Maryland corporation (the “Company”), the guarantors named herein (the “Guarantors”) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”) to the Indenture, dated as of November 22, 2005 (the “Indenture”).
GUARANTEEGuarantee • March 31st, 2010 • Accellent Inc • Surgical & medical instruments & apparatus • New York
GUARANTEE dated as of January 29, 2010, made among each of the subsidiaries of the Borrower (as defined below) listed on Annex A hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and any additional Subsidiary that becomes party hereto are referred to collectively as the “Guarantors”) and WELLS FARGO CAPITAL FINANCE, LLC, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, WELLS FARGO CAPITAL FINANCE, LLC, as administrative agent (the “Administrative Agent”) and as Collateral Agent, and WELLS FARGO CAPITAL FINANCE, LLC, as Lead Arranger and Bookrunner).
