Exhibit 4.4
MICRON NOTES CORPORATION
$140,000,000 10.875% SENIOR SUBORDINATED NOTES DUE 2014
JOINDER TO THE PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT
June 21, 2004
Xxxxxxx, Xxxxx & Co.
Citigroup Global Markets Inc.
c/x Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Purchase Agreement dated May 26, 2004,
among Micron Holdings, Inc., a Delaware corporation ("Micron"), Micron Notes
Corporation, a Michigan corporation (the "Issuer"), on the one hand, and
Xxxxxxx, Xxxxx & Co. and Citigroup Global Markets Inc. (the "Initial
Purchasers"), on the other hand (the "Purchase Agreement"), and Registration
Rights Agreement dated June 10, 2004, among the Issuer on the one hand, and the
Initial Purchasers, on the other hand (the "Registration Rights Agreement").
Capitalized terms used herein but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement. This is the agreement referred
to in Section 5(m) of the Purchase Agreement and attached as Exhibit A to the
Registration Rights Agreement.
The Issuer, Autocam Corporation, a Michigan corporation (the
"Company"), and each of the Guarantors listed on the signature pages hereto
agree that this letter agreement is being executed and delivered in satisfaction
of the obligations of Micron and the Issuer pursuant to the Purchase Agreement
and of the Issuer pursuant to the Registration Rights Agreement.
1. Joinder. Each of the parties hereto hereby agrees to become bound
by the terms, conditions and other provisions of each of the Purchase Agreement
and the Registration Rights Agreement with all attendant rights, duties and
obligations stated therein and with the same force and effect as if originally
named as a Guarantor therein.
2. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York, including,
without limitation, Section 5-1401 of the New York General Obligations Law.
3. Counterparts. This letter agreement may be executed in one or
more counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed counterparts shall each
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
4. Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, of to affect the meaning or
interpretation of, this letter agreement.
(Signature Pages Follow)
If the foregoing is in accordance with your understanding of this
letter agreement, kindly sign and return to us a counterpart thereof, whereupon
this instrument will become a binding agreement between the Issuer, the Company,
the Guarantors and the Initial Purchasers in accordance with its terms
Very truly yours,
TITAN HOLDINGS, INC., A DELAWARE CORPORATION
AUTOCAM-PAX, INC., A MICHIGAN CORPORATION
AUTOCAM SOUTH CAROLINA, INC., A MICHIGAN CORPORATION
AUTOCAM GREENVILLE, INC., A MICHIGAN CORPORATION
AUTOCAM ACQUISITION, INC., A MICHIGAN CORPORATION
AUTOCAM LASER TECHNOLOGIES, INC., A MICHIGAN CORPORATION
AUTOCAM-HAR, INC., A MICHIGAN CORPORATION
AUTOCAM INTERNATIONAL LTD., A MICHIGAN CORPORATION
AUTOCAM INTERNATIONAL SALES CORPORATION,
A MICHIGAN CORPORATION
AUTOCAM EUROPE, B.V.
By: /s/ Xxxx X. Xxxxxxx
____________________________________________
Name: Xxxx X. Xxxxxxx
Title:
Joinder Agreement Signature Page
Accepted June 21, 2004
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxxxx, Xxxxx & Co.
_____________________________
(Xxxxxxx, Xxxxx & Co.)
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxx Xxxxxx
_____________________________
Name: Xxxxx Xxxxxx
Title: Managing Director
MICRON NOTES CORPORATION
By: /s/ Xxxxx Xxxxxx
_____________________________
Name: Xxxxx Xxxxxx
Title: President
MICRON HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxx
_____________________________
Name: Xxxxx Xxxxxx
Title: Vice President
Joinder Agreement Signature Page
