Accellent Inc. 10½% Senior Subordinated Notes due 2013 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • November 29th, 2005 • Accellent Corp. • 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 $305,000,000 principal amount of its 10½% Senior Subordinated Notes due 2013, 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 November 22, 2005 among ACCELLENT MERGER SUB INC., ACCELLENT INC., as Borrower ACCELLENT ACQUISITION CORP., as Holdings The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A. as Administrative...Credit Agreement • November 29th, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT dated as of November 22, 2005, among ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger Sub”), a wholly owned subsidiary of ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”) which shall merge (the “Merger”) with and into ACCELLENT INC., a Maryland corporation (“Target” and immediately upon consummation of the Merger with Target as the surviving entity and its assumption of the obligations of Merger Sub hereunder by operation of law, the “Borrower”), Holdings, the Borrower, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner, CREDIT SUISSE, as Joint Lead Arranger and Joint Bookrunner and Syndication Agent, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and LEHMAN COMMERCIAL PAPER INC., as Documentation Agent (such term and each other capitalized term used but not defined in this introductory statement having the m
SECURITY AGREEMENTSecurity Agreement • November 29th, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • New York
THIS SECURITY AGREEMENT dated as of November 22, 2005, among ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger Sub”), a wholly owned subsidiary of ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”) which shall merge (the “Merger”) with and into ACCELLENT INC., a Maryland corporation (“Target” and immediately upon consummation of the Merger with Target as the surviving entity and its assumption of the obligations of Merger Sub by operation of law, the “Borrower”), Holdings, 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, Holdings and the Borrower are referred to collectively as the “Grantors”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement dated as of the date hereof (as
PLEDGE AGREEMENTPledge Agreement • November 29th, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • New York
PLEDGE AGREEMENT dated as of November 22, 2005, made among ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger Sub”), a wholly owned subsidiary of ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”) which shall merge (the “Merger”) with and into ACCELLENT INC., a Maryland corporation (“Target” and immediately upon consummation of the Merger with Target as the surviving entity and its assumption of the obligations of Merger Sub by operation of law, the “Borrower”), Holdings, the Borrower, each of the subsidiaries of the Borrower listed on Schedule 1 hereto (each such subsidiary individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Borrower and Holdings are referred to collectively as the “Pledgors”) and JPMORGAN CHASE BANK, N.A. as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of the date hereof, among
GUARANTEEGuarantee • November 29th, 2005 • Accellent Corp. • Surgical & medical instruments & apparatus • New York
GUARANTEE dated as of November 22, 2005, made among ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”) and 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 Holdings are referred to collectively as the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time parties to the CREDIT AGREEMENT dated as of the date hereof, among ACCELLENT MERGER SUB INC., a Maryland corporation (“Merger Sub”), a wholly owned subsidiary of Holdings, which shall merge (the “Merger”) with and into ACCELLENT INC., a Delaware corporation (“Target” and immediately upon the consummation of the Merger with Target as the surviving entity and its assumption of the obligations of Merger Sub by operation of law, the “Borrower”)
