ASSET PURCHASE AGREEMENT by and among Accellent Corp., as Parent, CE Huntsville Holdings Corp., as Purchaser, Campbell Engineering, Inc., as the Seller, and each of the Sharehoolders of the Seller set forth on the signature page hereto, constituting...Asset Purchase Agreement • November 1st, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • Delaware
This ASSET PURCHASE AGREEMENT, dated as of September 12, 2005 (this “Agreement”), is made and entered into by and among Accellent Corp., a Colorado corporation (“Parent”), CE Huntsville Holdings Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), Campbell Engineering, Inc., an Alabama corporation (the “Seller”), and each of the shareholders of the Seller signatory hereto, constituting all of the shareholders of the Seller (each hereinafter individually referred to as a “Shareholder” and collectively referred to as the “Shareholders”).
PLEDGE SUPPLEMENTPledge Supplement • November 1st, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus
This PLEDGE SUPPLEMENT, dated as of September 9, 2005, is delivered by CE HUNTSVILLE HOLDINGS CORP., a Delaware corporation (“Grantor”), pursuant to the Pledge and Security Agreement, dated as of June 30, 2004 (as it may be from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”), between ACCELLENT CORP. (formerly known as MEDICAL DEVICE MANUFACTURING, INC.), the other Grantors named therein, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch), as Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
CONSENT TO AMENDMENTAnti-Dilution Agreement • November 1st, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus
WHEREAS, the undersigned (the “Shareholders”) are party to, or successor in interest to a party to, that certain Anti-Dilution Agreement (the “Anti-Dilution Agreement”), dated as of May 31, 2002 [sic], between the Shareholders and UTI Corporation (the “Company”), a Maryland corporation formerly known as MDMI Holdings, Inc.;
SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 9, 2005, among the Guarantor(s) listed on the signature page attached hereto (each a “Guaranteeing Subsidiary”), a subsidiary of Accellent Corp. (f/k/a Medical Device Manufacturing, Inc.) (or its permitted successor), a Colorado corporation (the “Company”), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
CONSENT TO AMENDMENT OF SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 1st, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus
WHEREAS, each of the undersigned (collectively, the “Majority Holders”) is party to that certain Amended and Restated Shareholders’ Agreement, dated June 30, 2004 (the “Shareholders’ Agreement”), between the Holders and UTI Corporation, a Maryland corporation, as successor to MDMI Holdings, Inc., a Colorado corporation, f/k/a Medical Device Manufacturing, Inc. (the “Company”);
