S-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on August 30, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Medical Device Manufacturing, Inc.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation or organization) 3841
(Primary Standard Industrial
Classification Code Number) 91-2054669
(I.R.S. Employer
Identification Number)

200 West 7th Avenue
Collegeville, PA 19426-0992
(610) 489-0300
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Ron Sparks
President and Chief Executive Officer
200 West 7th Avenue
Collegeville, PA 19426-0992
(610) 489-0300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

With copies to:
Christopher J. Walsh, Esq.
Scott A. Berdan, Esq.
Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, CO 80202
(303) 899-7300

Approximate Date Of Commencement Of Proposed Sale To The Public:
As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
10% Senior Subordinated Notes Due 2012	$175,000,000	100%	$175,000,000	$22,172.50(2)
Guarantees of 10% Senior Subordinated Notes Due 2012	—	—	—	(3)

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

Calculated pursuant to Rule 457(f) of the rules and regulations under the Securities Act.

(3)

Pursuant to Section 457(n) of the rules and regulations under the Securities Act, no separate registration fee for the guarantees is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter(1)	State of Incorporation or Organization	Primary Standard Industrial Classified Code Number	I.R.S. Employer Identification Number
MedSource Technologies, Inc.	Delaware	3841	52-2094496
Noble-Met, Ltd.	Virginia	3499	54-1480585
UTI Corporation	Pennsylvania	3317	23-1721795
Spectrum Manufacturing, Inc.	Nevada	3841	36-2997517
American Technical Molding, Inc.	California	3082	99-0266738
UTI Holding Company	Delaware	6719	51-0407158
Micro-Guide, Inc.	California	3496	95-1866997
Venusa, Ltd.	New York	3841	13-3029017
MedSource Technologies, LLC	Delaware	6719	41-1934170
Brimfield Acquisition Corp.	Delaware	3814	51-0386457
Brimfield Precision LLC	Delaware	6719	04-3457459
Kelco Acquisition, LLC	Delaware	3499	52-2139676
Hayden Precision Industries, LLC	Delaware	3841	16-1564447
Portlyn, LLC	Delaware	3841	02-0506852
The Microspring Company, LLC	Delaware	3841	04-3459102
Tenax, LLC	Delaware	3841	06-1567572
Thermat Acquisition Corp.	Delaware	3841	52-2235950
MedSource Technologies Newton, Inc.	Delaware	3841	41-1990432
MedSource Technologies Pittsburgh, Inc.	Delaware	3841	04-3710128
MedSource Trenton, Inc.	Delaware	3841	32-0000036
National Wire & Stamping, Inc.	Colorado	3841	84-0485552
Cycam, Inc.	Pennsylvania	3841	25-1567669
ELX, Inc.	Pennsylvania	3841	25-1711485
Texcel, Inc.	Massachusetts	3841	04-2973748
G&D, Inc.	Colorado	3496	84-0718817

(1)

The address and telephone number of each co-registrant's principal executive offices is 200 W. 7^th Avenue, Collegeville, PA 19426, (610) 409-2225.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 30, 2004

PROSPECTUS

$175,000,000

MEDICAL DEVICE MANUFACTURING, INC.

OFFER TO EXCHANGE ALL OF THE OUTSTANDING
SERIES A 10% SENIOR SUBORDINATED NOTES DUE 2012
FOR
SERIES B 10% SENIOR SUBORDINATED NOTES DUE 2012
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

        We are offering to exchange all of our outstanding Series A 10% senior subordinated notes due 2012, which we refer to as the old notes, for our registered Series B 10% senior subordinated notes due 2012, which we refer to as the exchange notes. We refer to the old notes and the exchange notes collectively as the notes. The terms of the exchange notes are substantially identical to the terms of the old notes to be exchanged, except that the exchange notes have been registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act, and will thus not be entitled to registration rights and will not bear any legend restricting their transfer.

Material Terms of the Exchange Offer

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The exchange offer will expire at          .m., New York City time, on                        , 2004, unless extended.



•

All old notes that are validly tendered and not validly withdrawn will be exchanged.



•

You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.



•

If you fail to tender your old notes, you will continue to hold unregistered notes that you will not be able to transfer freely.



•

There is no established trading market for the exchange notes or the old notes. We do not intend to list the exchange notes on any securities exchange, and therefore no active public market is anticipated.



•

We will not receive any proceeds from the exchange offer.

Participating in this exchange offer involves risks. See "Risk Factors" beginning on page 14.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We are not making this exchange offer in any state or jurisdiction where it is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2004.

TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

        By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

        Specific factors that might cause actual results to differ from our expectations and that may affect our ability to pay timely amounts due under the notes or that may affect the value of the notes include, but are not limited to:

•

failure to successfully integrate MedSource Technologies, Inc. or any future acquisition into our operations;



•

failure to realize the anticipated synergies from the MedSource acquisition;



•

our dependence on a few large customers for a significant portion of our revenue;



•

failure to continue to maintain or grow our business or successfully expand into new markets and products;



•

our obligations under our new senior secured credit facility;



•

downward fluctuations in our operating results, which could lead to an inadequacy of our cash flow to meet our operational and debt service requirements;



•

competitive pressures from our existing and potential competitors;



•

the unpredictable product cycles of the medical device manufacturing industry and uncertain demand for our manufacturing capabilities;



•

adverse trends or political, economic and regulatory changes affecting the medical device industry or our customers;



•

inability to recruit and retain experienced engineers and management personnel;



•

product liability claims and liability resulting from uninsured injury or death occurring at our facilities;



•

quality problems with our processes, products and services;



•

decreasing prices for our products or failure to reduce our expenses;



•

failure to respond to changes in technology and obsolescence of our manufacturing processes;

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inability to protect our intellectual property and defend against infringement claims by third parties;



•

risks associated with our international operations;



•

our dependence on outside suppliers and subcontractors;



•

failure to obtain sufficient quantities of raw materials;



•

inability to access additional capital;



•

dependence on earnings of our operating subsidiaries and distributions of such earnings to us;



•

significant costs of compliance with, and liability from failure to comply with, environmental laws;



•

adverse determinations in lawsuits to which we are a party or legal or regulatory actions;



•

risks associated with the implementation of our new third-party enterprise resource planning system;



•

dependence on senior management;



•

inability to restructure or refinance our leases or indebtedness if we are not able to meet our obligations under our leases and indebtedness;



•

inability to obtain all the funds necessary to purchase the notes upon a change of control;



•

significant operating and financial restrictions imposed by our new senior secured credit facility; and



•

other factors discussed under "Risk Factors" or elsewhere in this prospectus.

        We undertake no obligation to update publicly or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this prospectus.

You should rely only on the information contained in this document or to which we have referred you herein. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

INDUSTRY AND MARKET DATA

        Industry and market data used throughout this prospectus is based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information from these third-party sources and cannot guarantee their accuracy or completeness.

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PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the accompanying notes) appearing elsewhere in this prospectus. We encourage you to read this entire document, including "Risk Factors," and the documents to which we refer you before making an investment in the exchange notes.

Our Company

Overview

        As a result of our completion of the MedSource Acquisition, we believe we are the largest provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. We are focused on the leading companies in the medical device industry in the cardiovascular, endoscopy and orthopedic end markets. We offer our customers design and engineering, precision component manufacturing, device assembly and supply chain management services. We have extensive resources focused on providing our customers reliable, high quality, cost-efficient, integrated outsourced solutions. We often become the sole supplier of manufacturing and engineering services for the products we provide to our customers.

        Our design and engineering, precision component manufacturing, device assembly and supply chain management services provide multiple strategic benefits to our customers. We help speed our customers' products to market, lower their manufacturing costs and enable our customers to focus on their core competencies, including research, sales and marketing.

        We have developed long-term relationships with our largest customers. In many cases, we have been doing business with these customers for over 10 years. We work closely with our customers in the design, testing, prototyping and production of their products. Many of the end products we produce for our customers are regulated by the U.S. Food & Drug Administration, or the FDA, which has stringent quality standards for manufacturers of medical devices. Because of these stringent standards, multiple validations of our manufacturing processes are required by both our customers and the FDA to ensure high quality, reliable production. This joint investment of time and process validation between us and our customers creates high switching costs for transferring product lines once a product begins production. Typically, once our customers have begun production of a certain product with us, they do not move their products to another supplier.

        We generate a recurring revenue base from a diverse range of products used in a number of cardiovascular, endoscopic and orthopedic applications. The majority of our net sales come from products we consider high value, single use products. These products are either regulated for single use, implanted into the body or considered too critical to be re-used. Our revenue base has grown through a combination of our customers' end market growth and their increased outsourcing of products to us. This growing revenue base is made up of a diversified product mix with limited technology or product obsolescence risk. We manufacture many products that have been used in medical devices for over 10 years, such as biopsy instruments, joint implants, pacemakers and surgical instruments. Even as our customers' end market products experience new product innovation, we continue to supply the base products and services across end market product cycles.

Industry Background

        We believe our addressable market is represented by the amount of engineering and manufacturing services outsourced by the leading medical device companies to third-party manufacturers. Our addressable market is growing through a combination of growth in our customers' end markets and an increase in the amount of manufacturing and engineering services outsourced to third-party providers.

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        We believe that our targeted end markets are attractive based on their large size, growth, customer dynamics, competitive environment and need for high-quality engineering and manufacturing services. Based on industry sources, these end markets are projected to grow at 8%-13% per year from 2003 to 2008.

        Many of the medical device companies in these end markets are increasingly utilizing third-party manufacturing and engineering providers as part of their business and manufacturing strategies. Medical device companies are choosing their strategic outsourcing partners based on the partner's ability to provide comprehensive precision manufacturing and engineering capabilities and deliver consistently high quality and highly reliable products at competitive prices. We believe medical device companies will continue to outsource manufacturing to third-party providers based on the: (1) desire of medical device companies to accelerate time-to-market; (2) increasing complexity of manufacturing medical device products; (3) rationalization of medical device companies' existing manufacturing facilities; and (4) increasing focus by medical device companies on their core competencies of research, sales and marketing.

Competitive Strengths

        Our competitive strengths make us a preferred strategic manufacturing partner for leading medical device companies and position us for profitable growth.

•

Market Leader.    We believe we are the largest provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. We believe our size enables us to invest significant resources in our infrastructure including manufacturing facilities, engineering expertise, proprietary processes and sales force. We continue to invest in information technology and quality systems that enable us to meet or exceed the increasingly rigorous standards of our customers and differentiate us from our competitors.



•

Strong Relationships With Targeted Customers.    We provide manufacturing and engineering services to the leading medical device companies worldwide in our targeted medical end markets of cardiology, endoscopy and orthopedics. Our largest customers include Boston Scientific Corporation, Guidant Corporation, Johnson & Johnson, Inc., Medtronic, Inc., Smith & Nephew plc, St. Jude Medical, Inc., Stryker Corporation, Tyco International (US) Inc. and Zimmer Holdings, Inc., many of which we have had relationships with for over 10 years. Within these large customers, we generate diversified revenue streams across separate divisions and multiple products.



•

Preferred Supplier.    We are the sole supplier of manufacturing and engineering services for a significant portion of the products we provide to our customers. We develop these close relationships with our customers due to the high level of interaction necessary to design, develop and produce the high value medical devices on which we focus. In situations where we are not the sole supplier, we are usually among a small number of preferred providers, which enables us to compete for a majority of our customers' medical device outsourcing needs. As a result of our position as a preferred supplier and our track record of high quality manufacturing, we are well-positioned to benefit as our customers seek to consolidate their supplier base.



•

Breadth of Manufacturing and Engineering Capabilities.    We provide a comprehensive range of manufacturing and engineering services, including design, testing, prototyping, production and device assembly, as well as global supply chain management services. We have over 100 engineers available to help design, prototype and test feasibility and manufacturability. We have made significant investments in precision manufacturing equipment, information technology and quality systems. Our facilities have areas of expertise and proprietary processes which create economies of scale that can reduce production costs and often enable us to manufacture products at lower costs than our customers.

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Strategic Locations.    We believe that the location of our design, prototyping and engineering centers near our major customers, and the location of certain of our facilities in advantageous manufacturing centers provide us with a competitive advantage. Our strategic locations allow us to facilitate speed to market, rapid prototyping, low cost assembly and overall customer familiarity. For example, our design, prototyping and engineering centers in Boston, Massachusetts and Minneapolis, Minnesota, and our manufacturing center in Galway, Ireland, are located near our major customers. In addition, our Juarez, Mexico facility provides our customers with a low-cost manufacturing and assembly solution.



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Reputation for Quality.    We believe we have a reputation as a high quality manufacturer. Due to the patient-critical and highly regulated nature of the products our customers provide, strong quality systems are an important factor in our customers' selection of a strategic manufacturing partner. As a result, our reputation and experience provide us with an advantage in winning new business as large medical device companies want to partner with a successful, proven manufacturer who has the systems and capabilities to ensure a high level of quality.



•

Experienced Management Team.    We have a highly experienced management team at both the corporate and operational levels. Our senior management team has an average of 20 years of experience. Members of our management team also have extensive experience in mergers, acquisitions and integrations.

Business Strategy

        Our objective is to grow profitably and strengthen our position as a leading provider of outsourced precision manufacturing and engineering services to the medical device industry through the following:

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Increase Share Within Target Market Leaders.    We are focused on increasing our share of revenues from the leading companies within our target markets because they represent a substantial majority of our addressable market. We intend to strengthen our close relationships with the top companies in our target markets by continuing to deliver high quality products and services. We have dedicated Corporate Account Teams focused primarily on generating new revenue opportunities within these leading medical device companies.



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Increase Manufacturing Efficiencies.    We will continue to implement a "Zero Defects" quality program and "lean" manufacturing principles across all of our facilities. These programs will improve the cost structure of our manufacturing through the reduction of labor and overhead costs, tighter inventory controls and process improvement. Additionally, we will work with our customers to transfer as much finished product assembly and supply chain management to our Juarez, Mexico, facility as possible. This will allow the customer to access a world-class assembly plant registered with the FDA in a low cost environment.



•

Expand Design and Prototyping Capabilities and Presence.    We intend to grow revenues from design and prototyping services by continuing to invest in selected strategic locations. We believe being involved in the initial design and prototyping of medical devices positions us to capture the ongoing manufacturing business of these devices as they move to full production.

The Transactions

        On April 27, 2004, we entered into an Agreement and Plan of Merger, referred to in this prospectus as the Merger Agreement, pursuant to which, on June 30, 2004, we acquired MedSource by merging it with Merger Sub, which merger resulted in MedSource becoming our wholly owned subsidiary. Upon the consummation of the MedSource Acquisition, UTI repurchased its outstanding Class C Redeemable Preferred Stock and paid accrued dividends to its holders of Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock. We also completed payment of

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approximately $9.2 million to certain stockholders of Venusa, Ltd. and Venusa de Mexico, S.A. de C.V., referred to in this prospectus collectively as Venusa, in respect of an earn-out obligation entered into in connection with our acquisition of Venusa in February, 2003.

        We financed the foregoing transactions primarily with the proceeds from the issuance on June 30, 2004 of the notes, our new six-year $194.0 million senior secured term loan facility, or the Term Facility, borrowed under our new senior secured credit facility, or the New Senior Secured Credit Facility, which also includes a five-year $40.0 million senior secured revolving credit facility, or the Revolving Credit Facility, which was undrawn at the closing of the transactions consummated on June 30, 2004, and an $89.8 million equity investment in UTI by the DLJ Merchant Banking Buyers, referred to in this prospectus as the Equity Investment. See "The Transactions" elsewhere in this prospectus.

The Equity Sponsors

        Founded in 1996, KRG Capital Partners, LLC, or KRG, is a Denver, Colorado based private equity firm that currently manages over $860 million of committed equity capital and equity co-investments. KRG specializes in acquiring and recapitalizing unique and profitable middle-market companies. The firm seeks investment opportunities with owners and operating managers who are committed to expanding their companies and becoming, industry leaders through a combination of internal growth and complementary add-on acquisitions. KRG initiated its involvement with UTI in 1999 and, together with its co-investors, provided the equity capital to support UTI's growth to date.

        The DLJ Merchant Banking Buyers are part of DLJ Merchant Banking, a leading private equity investor that has a 19-year record of investing in leveraged buyouts and related transactions across a broad range of industries. DLJ Merchant Banking, with offices in New York, London, Houston and Buenos Aires, is part of Credit Suisse First Boston's Alternative Capital Division, which is one of the largest alternative asset managers in the world with more than $36 billion of assets under management. The Alternative Capital Division is comprised of $20 billion of private equity assets under management across a diverse family of funds, including leveraged buyout funds, mezzanine funds, real estate funds, venture capital funds, fund of funds and secondary funds, as well as more than $16 billion of assets under management through its hedge fund (both direct and fund of funds), leveraged loan and CDO businesses. Certain affiliates of the DLJ Merchant Banking Buyers initiated their involvement in UTI in 2000 and provided a combination of equity and debt financing to help support UTI's growth to date.

Risk Factors

        Investing in the notes involves risks. You should refer to the section captioned "Risk Factors" for an explanation of the material risks of participating in the exchange offer and investing in the notes.

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Other Information

        We were incorporated under the laws of the State of Colorado in May 2000. We maintain our principal executive offices at 200 West 7th Avenue, Collegeville, Pennsylvania 19426, and our telephone number is (610) 489-0300.

        Unless the context indicates otherwise, (1) the terms the "Company," "MDMI," "we," "our" and "us" refer to Medical Device Manufacturing, Inc. and its subsidiaries, (2) the term "UTI" refers to our parent company and sole stockholder, UTI Corporation, a Maryland corporation, (3) the term "Merger Sub" refers to Pine Merger Corporation, a Delaware corporation, (4) the term "MedSource" refers to MedSource Technologies, Inc., a Delaware corporation, (5) the term "MedSource Acquisition" refers to the merger of Merger Sub with and into MedSource as described under the caption "The Transactions," and (6) the "DLJ Merchant Banking Buyers" refers to DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. Unless the context indicates otherwise, "on a pro forma basis" or "pro forma" means after giving effect to the transactions described under "The Transactions."

Summary of the Terms of the Exchange Offer

Issue	$1,000 principal amount of exchange notes will be issued in exchange for each $1,000 principal amount of old notes validly tendered.
Resale	Based upon interpretations by the staff of the Securities and Exchange Commission, or the SEC, set forth in no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that exchange notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:
	•	are an "affiliate" of ours or any of the guarantors within the meaning of Rule 405 under the Securities Act;
	•	are a broker-dealer who purchased the old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;
	•	acquired the exchange notes other than in the ordinary course of your business; or
	•	have an arrangement or understanding with any person to participate in the distribution of the notes within the meaning of the Securities Act.

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	We have not submitted a no-action letter, however, and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.
Expiration Date	The exchange offer will expire at                        .m., New York City time, on                        , 2004, unless we in our sole discretion, extend it. We refer to this date, as it may be extended, as the expiration date.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedure for Tendering Old Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus. If you are a person holding the old notes through The Depository Trust Company and wish to accept the exchange offer, you must do so through The Depository Trust Company's Automated Tender Offer Program, by which you will agree to be bound by the letter of transmittal. By executing or agreeing to be bound by the letter of transmittal, you will be making a number of important representations to us as described under "The Exchange Offer—Purpose and Effect."
	We will accept for exchange any and all old notes that are properly tendered in the exchange offer prior to the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."
Special Procedures for Beneficial Owners	If you are the beneficial owner of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender in the exchange offer, you should contact the person in whose name your notes are registered and promptly instruct the person to tender on your behalf.

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Guaranteed Delivery Procedures	If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes according to the guaranteed delivery procedures. For additional information, you should read the discussion under "Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.
Acceptance of Old Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept old notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.
Consequence of Failure to Exchange	Old notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. Unless we are required by the registration rights agreements to file a "shelf" registration statement, generally we will have no further obligation to provide for registration under the Securities Act of such old notes.
Registration Rights Agreement; Effect on Holders	We sold the old notes in a private placement in reliance on Section 4(2) of the Securities Act. The old notes were immediately resold by the initial purchasers in reliance on Rule 144A and Regulation S under the Securities Act. On June 30, 2004, we entered into a registration rights agreement with the initial purchasers of the old notes requiring us to make this exchange offer. The registration rights agreement also requires us to:
	•	use our best efforts to cause the registration statement filed with respect to the exchange offer to be declared effective by March 27, 2005; and
	•	consummate the exchange offer no later than 30 business days after the registration statement has been declared effective.
	See "The Exchange Offer—Purpose and Effect." If we do not do so, liquidated damages will be payable on the old notes.

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Material United States Federal Income Tax Consequences	The exchange of old notes for exchange notes by tendering holders will not be a taxable exchange for federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for federal income tax purposes as a result of such exchange. See "Material United States Federal Income Tax Consequences."
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer.

Summary of the Terms of the Exchange Notes

        The exchange offer relates to the exchange of up to $175.0 million principal amount of exchange notes for up to an equal principal amount of old notes. The form and terms of the exchange notes are substantially identical to the form and terms of the old notes, except the exchange notes will be registered under the Securities Act. Therefore, the exchange notes will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the old notes (which they replace). The old notes and the exchange notes are governed by the same indenture. The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

Issuer	Medical Device Manufacturing, Inc.
Notes Offered	$175.0 million aggregate principal amount of Series B 10% senior subordinated notes due 2012.
Maturity Date	July 15, 2012.
Interest Rate and Payment Dates	The exchange notes will bear interest at the rate of 10% per year, payable in cash semi-annually, in arrears, on January 15 and July 15 of each year, commencing on January 15, 2005. Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes surrendered for exchange therefor or, if no interest has been paid on the old notes, from the date of original issue of the old notes.
Subsidiary Guarantees	The exchange notes will be jointly and severally, fully and unconditionally guaranteed on a senior subordinated basis by all our existing domestic subsidiaries and by all our future domestic subsidiaries that are not designated by us as unrestricted subsidiaries.
Ranking	The exchange notes and the guarantees will be our and the applicable guarantors' senior subordinated unsecured obligations and will be:
	•	junior in right of payment to all of our and such guarantors' existing and future senior indebtedness;

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	•	equal in right of payment to all of our and such guarantors' existing and future senior subordinated indebtedness; and
	•	senior in right of payment to all of our and such guarantors' existing and future subordinated indebtedness.
	As of June 30, 2004, we and the subsidiary guarantors had outstanding an aggregate of approximately $194.0 million of indebtedness that was senior to the exchange notes. In addition, as of June 30, 2004, we and the subsidiary guarantors had the ability to incur up to $40.0 million of additional indebtedness under our Revolving Credit Facility, which indebtedness, if incurred, would rank senior to the exchange notes.
Optional Redemption	We may redeem the exchange notes, in whole or in part, on or after July 15, 2008, at the redemption prices set forth in this prospectus under the caption "Description of Notes—Optional Redemption."
	In addition, on or prior to July 15, 2007, we may redeem up to 35% of the aggregate principal amount of the exchange notes with the net proceeds of one or more qualified equity offerings. For more information, see "Description of Notes—Optional Redemption."
Change of Control	If we experience a change of control, holders of the exchange notes will have the right to require us to repurchase the exchange notes at a purchase price of 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of the repurchase. See "Description of Notes—Repurchase at the Option of Holders."
Restrictive Covenants	The indenture governing the exchange notes contains covenants that limit our and our subsidiaries' ability to, among other things:
	•	pay dividends, redeem capital stock and make other restricted payments and investments;
	•	incur additional debt or issue preferred stock;
	•	enter into agreements that restrict our subsidiaries from paying dividends or other distributions, making loans or otherwise transferring assets to us or to any other subsidiaries;
	•	create liens on assets;
	•	engage in transactions with affiliates;
	•	sell assets, including capital stock of subsidiaries; and
	•	merge, consolidate or sell all or substantially all of our assets and the assets of our subsidiaries.
	All of these limitations are subject to important exceptions and qualifications described under "Description of Notes—Certain Covenants."

9

Registration Rights; Liquidated Damages	In connection with the offering of the old notes, we granted registration rights to holders of the old notes. We agreed to consummate an offer to exchange the old notes for the related series of exchange notes and to take other actions in connection with the exchange offer by the dates specified in the registration rights agreement. In addition, under certain circumstances, we may be required to file a shelf registration statement to cover resales of the old notes held by you.
	If we fail to take these actions with respect to the old notes by the dates specified in the registration rights agreement, we will pay liquidated damages to each holder of the old notes at a rate of 0.25% per annum with respect to the first 90-day period immediately following the occurrence of the first registration default. The rate of liquidated damages will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum liquidated damages rate of 1.0% per annum. Following the cure of all registration defaults, the accrual of liquidated damages will cease.
Form of Exchange Notes	The exchange notes to be issued in the exchange offer will be represented by one or more global notes deposited with U.S. Bank National Association for the benefit of Depository Trust Company, or DTC. You will not receive exchange notes in certificated form unless one of the events set forth under the heading "Description of Notes—Form of Exchange Notes" occurs. Instead, beneficial interests in the exchange notes to be issued in the exchange offer will be shown on, and transfer of these interests will be effected only through, records maintained in book-entry form by DTC with respect to its participants.
Absence of a Public Market for the Exchange Notes	The exchange notes are a new issue of securities for which there is currently no trading market. Although we expect the exchange notes to be eligible for trading in The PortalSM Market, a subsidiary of The Nasdaq Stock Market, Inc., referred to in this prospectus as The PORTAL Market, we cannot assure you that an active trading market for the exchange notes will develop or be sustained. The initial purchasers of the old notes advised us that they intended to make a market in the old notes after offering of such notes was completed. The initial purchasers of the old notes are not obligated, however, to make a market in the old notes or the exchange notes and any such market-making may be discontinued at any time at the sole discretion of the initial purchasers of the old notes.

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SUMMARY HISTORICAL AND PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA

        The following table contains summary historical financial data for the twelve months ended December 31, 2003 and six months ended June 30, 2004 derived from our and MedSource's audited and unaudited consolidated financial statements included elsewhere in this prospectus and from MedSource's unaudited consolidated financial statements not included in this prospectus. The historical statement of operations data of MedSource have been adjusted from a June 30 fiscal year to a calendar year presentation to match our fiscal year end. We consummated the MedSource Acquisition on June 30, 2004 and, as a result, the assets and liabilities of MedSource are recorded on our balance sheet as of the date of the MedSource Acquisition and the results of operations of MedSource for June 30, 2004 are included in our results for that day. The table also contains summary unaudited pro forma financial data derived from the financial information set forth under "Unaudited Pro Forma Condensed Consolidated Financial Statements" included elsewhere in this prospectus. The unaudited pro forma condensed consolidated financial data do not purport to present our actual financial position or results of operations had the Transactions actually occurred on the date specified. The summary unaudited pro forma condensed consolidated statements of operations data for the twelve months ended December 31, 2003 and six months ended June 30, 2004 give effect to the Transactions as if they had occurred on January 1, 2003. The Transactions include:

•

the MedSource Acquisition;



•

the payment of MedSource's indebtedness and accrued interest;



•

the payment of our old senior secured credit facility, our old senior subordinated indebtedness, UTI's senior indebtedness and accrued interest;



•

the payment of the Venusa earn-out;



•

the payment of dividends on UTI's Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock;



•

the repurchase of UTI's Class C Redeemable Preferred Stock;



•

the borrowings under our New Senior Secured Credit Facility;



•

the Equity Investment by the DLJ Merchant Banking Buyers in UTI;



•

the offering of the notes; and



•

the payment of fees and expenses related to the foregoing.

        The summary pro forma data account for the MedSource Acquisition using the purchase method of accounting, which requires that we adjust their assets and liabilities to their fair values. Such valuations are based upon available information and certain assumptions that we believe are reasonable. The total purchase price for the MedSource Acquisition was allocated to our net assets based on preliminary estimates of fair value. The final purchase price allocation will be based on a formal valuation analysis and may include adjustments to the amounts shown here. A final valuation is in process. The result of the final allocation could be materially different from the preliminary allocation set forth in this prospectus.

        You should read the summary historical and pro forma data set forth in the following table in conjunction with "The Transactions," "Capitalization," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," the consolidated financial statements of MDMI and MedSource and the respective notes thereto, and the Unaudited Pro Forma Condensed Consolidated Financial Statements and the related notes thereto

11

included in this prospectus. In addition, future results may vary significantly from the results reflected in such statements due to certain factors beyond our control. See "Risk Factors."

        We are a wholly-owned subsidiary of UTI. UTI is a holding company with no operations and whose only asset is our capital stock. Proceeds from the issuance of indebtedness and sale of capital stock of UTI were used by us for acquisitions of subsidiaries. Accordingly, in compliance with provisions of Staff Accounting Bulletin 54 (Topic 5-J), the accompanying financial statements reflect the push down of UTI's indebtedness and related interest expense and UTI's equity. UTI allocates all interest and costs to us as all indebtedness has been pushed down. Management believes the methods of allocation are reasonable.

		Historical						Pro Forma			Historical						Pro Forma
		MDMI			MedSource						MDMI			MedSource
		Twelve Months Ended December 31, 2003			Twelve Months Ended December 28, 2003			Twelve Months Ended December 31, 2003			Six Months Ended June 30, 2004			Interim Period Ended June 29, 2004			Six Months Ended June 30, 2004
		(dollars in thousands)
STATEMENT OF OPERATIONS DATA:
Net Sales		$	174,223		$	181,905		$	353,692		$	112,147		$	94,301		$	205,922
Gross Profit			53,194			44,847			100,115			34,489			22,534			57,660
Income (Loss) from Operations			15,664			(35,035	)		(18,771	)		14,288			4,935			19,083
Net Loss			(14,804	)		(38,462	)		(61,894	)		(2,049	)		3,445			3,526
OTHER FINANCIAL DATA:
Cash Flows Provided by (Used in)
	Operating Activities	$	14,392		$	16,857					$	5,081		$	8,583
	Investing Activities		(20,370	)		(10,349	)					(215,969	)		(4,320	)
Capital Expenditures			(6,371	)		(9,934	)		(16,305	)		(4,178	)		(4,757	)		(8,935	)
Depreciation and Amortization			11,591			9,672			20,263			6,003			4,411			10,354
EBITDA(1)			27,246			(25,463	)		1,383			17,026			9,431			29,552

	As of June 30, 2004
	(in thousands)
BALANCE SHEET DATA:
Cash and Cash Equivalents	$	12,130
Total Assets		600,531
Total Debt		369,035
Redeemable and Convertible Preferred Stock		60
Stockholder's Equity		141,617

(1)

We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization. Since EBITDA may not be calculated the same by all companies, this measure may not be comparable to similarly titled measures by other companies. We use EBITDA as a supplemental measure of our performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. See "Non-GAAP Financial Measures" for a discussion of our use of EBITDA and certain limitations of EBITDA as a financial measure. EBITDA is calculated as follows for the periods presented:

		Historical						Pro Forma			Historical					Pro Forma
		MDMI			MedSource						MDMI			MedSource
		Twelve Months Ended December 31, 2003			Twelve Months Ended December 28, 2003			Twelve Months Ended December 31, 2003			Six Months Ended June 30, 2004			Interim Period Ended June 29, 2004		Six Months Ended June 30, 2004
		(dollars in thousands)
	Net Income (Loss)	$	(14,804	)	$	(38,462	)	$	(61,894	)	$	(2,049	)	$	3,445	$	3,526
	Interest Expense		16,587			2,870			28,685			12,015			1,291		14,331
	Income Tax Expense, net		13,872			457			14,329			1,057			284		1,341
	Depreciation and Amortization		11,591			9,672			20,263			6,003			4,411		10,354
EBITDA		$	27,246		$	(25,463	)	$	1,383		$	17,026		$	9,431	$	29,552

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratios of earnings to fixed charges for the periods indicated and should be read in conjunction with "Selected Historical Consolidated Financial Data" included elsewhere in this prospectus.

	Period from Inception (July 2, 1999) to December 31, 1999
			Twelve Months Ended December 31,
											Six Months Ended June 30, 2004
			2000		2001		2002		2003
	(in thousands)
Ratio of Earnings to Fixed Charges	1.6	x		—		—		—		—		—
Deficiency of earnings to fixed charges	—		$	16,282	$	8,502	$	32,557	$	932	$	992

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RISK FACTORS

An investment in the notes involves a high degree of risk. You should consider carefully the following risk factors, in addition to the other information set forth in this prospectus, before deciding to participate in the exchange offer. The factors set forth below, however, are generally applicable to the old notes as well as to the exchange notes.

Risks Related to Our Business

We may not successfully integrate MedSource or any subsequent acquisition target into our business and operations.

        Prior to the consummation of the MedSource Acquisition we and MedSource operated as separate entities. We may experience material negative consequences to our business, financial condition or results of operations if we cannot successfully integrate MedSource's operations with ours. The integration of companies that have previously been operated separately involves a number of risks, including, but not limited to:

•

demands on management related to the significant increase in the size of the business for which they are responsible;



•

diversion of management's attention from the management of daily operations to the integration of operations;



•

management of employee relations across facilities;



•

difficulties in the assimilation of different corporate cultures and practices, as well as in the assimilation and retention of broad and geographically dispersed personnel and operations;



•

difficulties and unanticipated expenses related to the integration of departments, systems (including accounting systems), technologies, books and records, procedures and controls (including internal accounting controls, procedures and policies), as well as in maintaining uniform standards, including environmental management systems;



•

expenses of any undisclosed or potential liabilities; and



•

ability to maintain our customers and MedSource's customers after the acquisition.

        Successful integration of MedSource's operations with ours depends on our ability to manage the combined operations, to realize opportunities for revenue growth presented by broader product offerings and expanded geographic coverage and to eliminate redundant and excess costs. If our integration efforts are not successful, we may not be able to maintain the levels of revenues, earnings or operating efficiency that we and MedSource achieved or might achieve separately. In addition, the unaudited pro forma condensed consolidated financial data presented in this prospectus cover periods during which we were not under the same management and, therefore, may not be indicative of our future financial condition or operating results.

We will incur significant costs to achieve and may not be able to realize the anticipated savings, synergies or revenue enhancements from the MedSource Acquisition.

        Even if we are able to integrate successfully our operations with MedSource's operations, we may not be able to realize the cost savings, synergies or revenue enhancements that we anticipate from the integration, either in the amount or the time frame that we currently expect. Our ability to realize

14

anticipated cost savings, synergies and revenue enhancements may be affected by a number of factors, including, but not limited to:

•

our ability to effectively eliminate duplicative backoffice overhead and overlapping and redundant selling, general and administrative functions, rationalize manufacturing capacity and shift production to more economical facilities;



•

the anticipated utilization of cash resources on integration and implementation activities to achieve those cost savings, which could be greater than we currently expect and which could offset any such savings and other synergies resulting from the MedSource Acquisition;



•

increases in other expenses, operating losses or problems unrelated to the MedSource Acquisition, which may offset the cost savings and other synergies from the MedSource Acquisition or divert resources intended to be used in the integration plan; and



•

our ability to avoid labor disruption in connection with the integration.

Because a significant portion of our net sales comes from a few large customers, any decrease in sales to these customers could harm our operating results.

        The medical device industry is concentrated, with relatively few companies accounting for a large percentage of sales in the cardiology, endoscopy and orthopedic markets that we target. Accordingly, our net sales and profitability are highly dependent on our relationships with a limited number of large medical device companies. Pro forma for the twelve months ended December 31, 2003, our top 15 customers accounted for approximately 60% of our net sales. In particular, Johnson & Johnson and Boston Scientific each accounted for more than 10% of our net sales for the twelve months ended December 31, 2003 and six months ended June 30, 2004 on a pro forma basis. We are likely to continue to experience a high degree of customer concentration, particularly if there is further consolidation within the medical device industry. We cannot assure you that there will not be a loss or reduction in business from one or more of our major customers. In addition, we cannot assure you that net sales from customers that have accounted for significant net sales in the past, either individually or as a group, will reach or exceed historical levels in any future period. The loss or a significant reduction of business from any of our major customers would adversely affect our results of operations.

Our substantial leverage and debt service obligations could harm our ability to operate our business, remain in compliance with debt covenants and make payments on our debt, including the notes.

        We are highly leveraged and have significant debt service obligations under the notes and our New Senior Secured Credit Facility. As of June 30, 2004, we had total debt obligations of $369.0 million, of which approximately $2.0 million is due in one year. Pro forma for the twelve months ended December 31, 2003 and the six months ended June 30, 2004, our interest expense, net was approximately $28.7 million and $14.3 million, respectively. For a detailed discussion of our contractual cash obligations and other commercial commitments over the next several years and the New Senior Secured Credit Facility, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations" and "Description of New Senior Secured Credit Facility."

        If we are unable to meet our debt service obligations, we could be forced to restructure or refinance our obligations and seek additional equity financing or sell assets. We may be unable to restructure or refinance our obligations and obtain additional equity financing or sell assets on satisfactory terms or at all. As a result, inability to meet our debt service obligations could cause us to default on those obligations. Many of our agreements governing the terms of our debt obligations contain restrictive covenants that limit our ability to take specific actions or require us not to allow specific events to occur and prescribe minimum financial maintenance requirements that we must meet.

15

If we violate those restrictive covenants or fail to meet the minimum financial requirements contained in a lease or debt instrument, we would be in default under that instrument, which could, in turn, result in defaults under other leases and debt instruments. Any such defaults could materially impair our financial condition and liquidity.

The unpredictable product cycles of the medical device manufacturing industry and uncertain demand for our manufacturing, design and engineering capabilities and related services could cause our revenues to fluctuate.

        Our target customer base of medical device companies operates in the medical device manufacturing industry, which is subject to rapid technological changes, short product life-cycles, frequent new product introductions and evolving industry standards. If the market for our manufacturing, design and engineering capabilities does not grow as rapidly as forecasted by industry experts, our revenues could be less than expected. We also face the risk that changes in the medical device industry, for example, cost-cutting measures, changes to manufacturing techniques or production standards, could cause our manufacturing, design and engineering capabilities to lose widespread market acceptance. If our customers' products do not gain market acceptance or suffer because of competing products, alternative treatment methods or cures, product recalls or liability claims, they will no longer have the need for our capabilities and services and we may experience a decline in revenues. Shifts in our customers' market shares may also cause us to experience a decline in revenues. Our customers' markets, which include cardiology, endoscopy and orthopedics, and our markets are also subject to economic cycles and are likely to experience periods of economic decline in the future. Adverse economic conditions affecting the medical device manufacturing industry, in general, or the market for our manufacturing, design and engineering capabilities and services, in particular, could result in diminished sales, reduced profit margins and a disruption in our business. If our customers do not proceed with the production of devices in development because of their inability to obtain approval for those devices, changing market conditions or other reasons, our revenue could decline and therefore our results could suffer.

Our operating results may fluctuate, which may make it difficult to forecast our future performance.

        Fluctuations in our operating results may cause uncertainty concerning our performance and prospects or may result in our failure to meet expectations. Our operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, which include, but are not limited to:

•

the fixed nature of a substantial percentage of our costs, which results in our operations being particularly sensitive to fluctuations in revenue;



•

changes in the relative portion of our revenue represented by our various products, which could result in reductions in our profits if the relative portion of our revenue represented by lower margin products increases;



•

introduction and market acceptance of our customers' new products and changes in demand for our customers' existing products;



•

the accuracy of our customers' forecasts of future production requirements;



•

timing of orders placed by our principal customers that account for a significant portion of our revenues;



•

timing of payments by customers;



•

price concessions as a result of pressure to compete;



•

cancellations by customers as a result of which we may recover only our costs plus our target markup;

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•

availability of raw materials, including nitinol, elgiloy, tantalum, stainless steel, columbium, zirconium, titanium, gold, silver and platinum;



•

increased costs of raw materials, supplies or skilled labor;



•

effectiveness in managing our manufacturing processes; and



•

changes in competitive and economic conditions generally or in our customers' markets.

        Investors should not rely on results of operations in any past period as an indication of what our results will be for any future period.

Our industry is very competitive; we may face competition from, and we may be unable to compete successfully against, new entrants and established companies with greater resources.

        The medical device industry is very competitive and includes thousands of companies. As more medical device companies seek to outsource more of the design, prototyping and manufacturing of their products, we will face increasing competitive pressures to grow our business in order to maintain our competitive position, and we may encounter competition from and lose customers to other companies with design, technological and manufacturing capabilities similar to ours. Some of our potential competitors have greater name recognition, greater operating revenues, larger customer bases, longer customer relationships and greater financial, technical, personnel and marketing resources than we have. If we are unsuccessful competing with our competitors for our existing and prospective customers' business, we could lose business and our financial results could suffer.

Adverse trends or business conditions affecting the medical device industry or our customers could harm our operating results.

        Our business depends on trends in the medical device industry, which is subject to rapid technological changes, short product life-cycles, frequent new product introductions and evolving industry standards, as well as economic cycles. Conditions or technological innovations adversely affecting any of our major customers, the medical device industry in general or the cardiology, endoscopy and orthopedic markets we target in particular could adversely affect our operating results. For example, the discovery and market acceptance of non-device treatments for specific medical conditions could make the medical devices used to treat those conditions obsolete. In addition, the products and services that we provide to our customers generally are specific to a particular medical device being developed or marketed by them. If a customer's medical device does not gain or maintain market acceptance because of competing medical devices or treatments, changing market conditions, unfavorable regulatory actions or other reasons, our revenues from that customer and our results of operations would be adversely affected.

We may not be able to continue to grow our business if the trend by medical device companies to outsource their manufacturing activities does not continue or if our customers decide to manufacture internally products that we currently provide.

        Our design, manufacturing and assembly business has grown as a result of the increase over the past several years in medical device companies outsourcing these activities. We view the increasing use of outsourcing by medical device companies as an important component of our future growth strategy. While industry analysts expect the outsourcing trend to increase, our current and prospective customers continue to evaluate our capabilities against the merits of internal production. Any substantial slowing of growth rates or decreases in outsourcing by medical device companies could cause our revenue to decline, and we may be limited in our ability or unable to continue to grow our business.

        Also, as part of our growth strategy, we are seeking to accept full supply chain management and manufacturing responsibility for selected product lines from our customers and, in some cases, to

17

acquire the related manufacturing assets from these customers. While we believe that product line transfers and asset acquisitions of this kind are becoming increasingly attractive to our customers, we have only consummated one of these transactions to date. We cannot be sure that opportunities of this nature will be available, especially if the trend toward outsourcing does not continue.

Our business may suffer if we are unable to recruit and retain the experienced engineers and management personnel that we need to compete in the medical device industry.

        Our future success depends upon our ability to attract, retain and motivate highly skilled engineers and management personnel. We may not be successful in attracting new engineers or management personnel or in retaining or motivating our existing personnel, which may lead to increased recruiting, relocation and compensation costs for such personnel. These increased costs may reduce our profit margins or make hiring new engineers impracticable. Some of our manufacturing processes are highly technical in nature. Our ability to maintain, expand or renew existing engagements with our customers, enter into new engagements and provide additional services to our existing customers depends on our ability to hire and retain engineers with the skills necessary to keep pace with continuing changes in the medical device industry. Competition for experienced engineers is intense. We compete with other companies in the medical device industry to recruit engineers. Our inability to hire additional qualified personnel may also require an increase in the workload for both existing and new personnel.

        Our future success also depends on the personal efforts and abilities of the principal members of our senior management and engineering staff to provide strategic direction, manage our operations and maintain a cohesive and stable environment. In addition, our successful integration of acquired companies depends in part on our ability to retain senior management of the acquired companies. Although we have employment agreements with many of the members of our senior management staff, we do not have employment agreements with all of our key personnel, and the employment agreements we do have allow the employees to terminate them upon written notice. In addition, we do not carry key-man life insurance on any of our senior management.

Quality problems with our processes, products and services could harm our reputation for producing high quality products and erode our competitive advantage.

        Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Many of our customers require us to adopt and comply with specific quality standards, and they periodically audit our performance. Our quality certifications are critical to the marketing success of our products and services. If we fail to meet these standards our reputation could be damaged, we could lose customers and our revenue could decline. Aside from specific customer standards, our success depends generally on our ability to manufacture to exact tolerances precision engineered components, subassemblies and finished devices from multiple materials. If our components fail to meet these standards or fail to adapt to evolving standards, our reputation as a manufacturer of high quality components could be harmed, our competitive advantage could be damaged, and we could lose customers and market share.

If we experience decreasing prices for our products and services and we are unable to reduce our expenses, our results of operations will suffer.

        We may experience decreasing prices for the products and services we offer due to:

•

pricing pressure experienced by our customers from managed care organizations and other third-party payors;



•

increased market power of our customers as the medical device industry consolidates; and



•

increased competition among medical engineering and manufacturing services providers.

18

        If the prices for our products and services decrease and we are unable to reduce our expenses, our results of operations will be adversely affected.

If we do not respond to changes in technology, our manufacturing, design and engineering processes may become obsolete and we may experience reduced sales and lose customers.

        We use highly engineered, proprietary processes and highly sophisticated machining equipment to meet the critical specifications of our customers. Without the timely incorporation of new processes and enhancements, particularly relating to quality standards and cost-effective production, our manufacturing, design and engineering capabilities will likely become outdated, which could cause us to lose customers and result in reduced revenues or profit margins. In addition, new or revised technologies could render our existing technology less competitive or obsolete or could reduce demand for our products and services. It is also possible that finished medical device products introduced by our customers may require fewer of our components or may require components that we lack the capabilities to manufacture or assemble. In addition, we may expend resources on developing new technologies that do not result in commercially viable processes for our business, which could adversely impact our margins and operating results.

Inability to obtain sufficient quantities of raw materials could cause delays in our production.

        Our business depends on a continuous supply of raw materials. Raw materials needed for our business are susceptible to fluctuations in price and availability due to transportation costs, government regulations, price controls, change in economic climate or other unforeseen circumstances. Failure to maintain our supply of raw materials could cause production delays resulting in a loss of customers and a decline in revenue. In addition, fluctuations in the cost of raw materials may increase our expenses and affect our operating results. The principal raw materials used in our business include stainless steel, tantalum, columbium, zirconium, titanium, nitinol, elgiloy, gold, silver and platinum. In particular, tantalum and nitinol are in limited supply. For wire fabrication, we purchase approximately 100% of our stainless steel wire from an independent, third-party supplier. The loss of this supplier could interrupt production and harm our business.

Our international operations are subject to a variety of risks that could adversely affect those operations and thus our profitability and operating results.

        We have substantial international manufacturing operations in Europe and Mexico. We also receive a significant portion of our net sales from international sales, approximately half of which is generated by exports from our facilities in the United States and the other half of which is generated by sales from our international facilities. Although we take measures to minimize risks inherent to our international operations, the following risks may have a negative effect on our profitability and operating results, impair the performance of our foreign operations or otherwise disrupt our business:

•

fluctuations in the value of currencies and high levels of inflation;



•

changes in labor conditions and difficulties in staffing and managing foreign operations, including labor unions;



•

delays or disruption in product or material transportation;



•

greater difficulty in collecting accounts receivable and longer payment cycles;



•

burdens and costs of compliance with a variety of foreign laws, including those of the European Union and individual countries in which we conduct our business;



•

changes in export duties, taxation and limitations on imports or exports;

19

•

expropriation of private enterprises; and



•

changes in foreign regulations.

We may expand into new markets and products and our expansion may not be successful.

        We may expand into new markets through the development of new product applications based on our existing specialized manufacturing, design and engineering capabilities and services. These efforts could require us to make substantial investments, including significant research, development, engineering and capital expenditures for new, expanded or improved manufacturing facilities which would divert resources from other aspects of our business. Expansion into new markets and products may be costly without resulting in any benefit to us. Specific risks in connection with expanding into new markets include the inability to transfer our quality standards into new products, the failure of customers in new markets to accept our products and price competition in new markets. If we choose to expand into new markets and are unsuccessful, our financial condition could be adversely affected and our business harmed.

We are subject to a variety of environmental laws that could be costly for us to comply with, and we could incur liability if we fail to comply with such laws or if we are responsible for releases of contaminants to the environment.

        Federal, state and local laws impose various environmental controls on the management, handling, generation, manufacturing, transportation, storage, use and disposal of hazardous chemicals and other materials used or generated in the manufacturing of our products. If we fail to comply with any present or future environmental laws, we could be subject to fines, corrective action, other liabilities or the suspension of production. We have in the past paid civil penalties for violations of environmental laws. To date, such matters have not had a material adverse impact on our business or financial condition. We cannot assure you, however, that such matters will not have a material impact on us in the future.

        In addition, conditions relating to our operations may require expenditures for clean-up of releases of hazardous chemicals into the environment. For example, our subsidiary, UTI Corporation, a Pennsylvania corporation, referred to herein as UTI Pennsylvania, has incurred liability for various cleanup matters related to the disposal of regulated wastes at third-party disposal sites, as has MedSource and companies it has acquired, which are now our subsidiaries through the MedSource Acquisition. Further, we (including MedSource and its subsidiaries after the MedSource Acquisition) have incurred liability with respect to contaminations at our and their current and former properties as a result of operations performed at these facilities. For example, we were required and continue to perform remediation as a result of leaks from underground storage tanks at our Collegeville, Pennsylvania facility. In addition, we may have future liability with respect to contamination at their current or former properties or with respect to third-party disposal sites. Although we do not anticipate that currently pending matters will have a material adverse effect on our results of operations and financial condition, we cannot assure you that these matters or others that arise in the future will not have such an effect.

        Changes in environmental laws may result in costly compliance requirements or otherwise subject us to future liabilities. In addition, to the extent these changes affect our customers and require changes to their devices, our customers could have a reduced need for our products and services, and, as a result, our revenue could suffer.

Our inability to protect our intellectual property could result in a loss of our competitive advantage, and infringement claims by third parties could be costly and distracting to management.

        We rely on a combination of patent, trade secret and trademark laws, confidentiality procedures and contractual provisions to protect our intellectual property. The steps we have taken or will take to

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protect our proprietary rights may not adequately deter unauthorized disclosure or misappropriation of our intellectual property, technical knowledge, practice or procedures. We may be required to spend significant resources to monitor our intellectual property rights, we may be unable to detect infringement of these rights and we may lose our competitive advantage associated with our intellectual property rights before we do so. Although we do not believe that any of our products, services or processes infringe the intellectual property rights of third parties, we may in the future be notified that we are infringing patent or other intellectual property rights of third parties. In the event of infringement of patent or other intellectual property rights, we may not be able to obtain licenses on commercially reasonable terms, if at all, and we may end up in litigation. The failure to obtain necessary licenses or other rights or the occurrence of litigation arising out of infringement claims could disrupt our business and impair our ability to meet our customers' needs which, in turn, could have a negative effect on our financial condition and results of operations. Infringement claims, even if not substantiated, could result in significant legal and other costs and may be a distraction to management. We also may be subject to significant damages or injunctions against development and sale of our products. In addition, any infringement claims, significant charges or injunctions against our customers' products that incorporate our components may result in our customers not needing or having a reduced need for our capabilities and services.

If we become subject to product liability claims, our earnings and financial condition could suffer.

        The manufacture and sale of products that incorporate components manufactured or assembled by us exposes us to potential product liability claims and product recalls, including those that may arise from misuse or malfunction of, or design flaws in, our components or use of our components with components or systems not manufactured or sold by us. Product liability claims or product recalls with respect to our components or the end-products of our customers into which our components are incorporated, whether or not such problems relate to the products and services we have provided and regardless of their ultimate outcome, could require us to spend significant time and money in litigation or require us to pay significant damages. We may also lose revenue from the sale of components if the commercialization of a product that incorporates our components or subassemblies is limited or ceases as a result of such claims or recalls. Certain of MedSource's products were subject to recalls in 2001 and 2002 and certain finished medical devices into which our components were incorporated have been subject to product recalls. Expenditures on litigation or damages, to the extent not covered by insurance, and declines in revenue could impair our earnings and our financial condition. Also, if, as a result of these claims or recalls our reputation is harmed, we could lose customers, which would also negatively affect our business.

        We cannot assure you that we will be able to maintain our existing insurance or to do so at reasonable cost and on reasonable terms. In addition, if our insurance coverage is not sufficient to cover any costs we may incur or damages we may be required to pay if we are subject to product liability claims or product recalls, we will have to use other resources to satisfy our obligations. In some circumstances, we have agreements in place with our customers governing liability for product liability and recalls. Even where we have agreements with customers that contain provisions attempting to limit our damages, these provisions may not be enforceable or may otherwise fail to protect us from liability.

We and our customers are subject to various political, economic and regulatory changes in the healthcare industry that could force us to modify how we develop and price our components, manufacturing capabilities and services and could harm our business.

        The healthcare industry is highly regulated and is influenced by changing political, economic and regulatory factors. Federal and state legislatures have periodically considered programs to reform or amend the United States healthcare system at both the federal and state levels. Regulations affecting the healthcare industry in general, and the medical device industry in particular, are complex, change

21

frequently and have tended to become more stringent over time. In addition, these regulations may contain proposals to increase governmental involvement in healthcare, lower reimbursement rates or otherwise change the environment in which healthcare industry participants, including medical device companies, operate. While we are not aware of any legislation or regulations specifically targeting the medical device industry that are currently pending, any such regulations could impair our ability to operate profitably. In addition, any failure by us to comply with applicable government regulations could also result in the cessation of portions or all of our operations, impositions of fines and restrictions on our ability to carry on or expand our operations.

Consolidation in the healthcare industry could have an adverse effect on our revenues and results of operations.

        Many healthcare industry companies, including medical device companies, are consolidating to create new companies with greater market power. As the healthcare industry consolidates, competition to provide products and services to industry participants will become more intense. These industry participants may try to use their market power to negotiate price concessions or reductions for medical devices that incorporate components produced by us. If we are forced to reduce our prices because of consolidation in the healthcare industry, our revenues would decrease and our business, financial condition and results of operations would suffer.

Our business is indirectly subject to healthcare industry cost containment measures that could result in reduced sales of medical devices containing our components.

        Our customers and the healthcare providers to whom our customers supply medical devices rely on third-party payors, including government programs and private health insurance plans, to reimburse some or all of the cost of the procedures in which medical devices that incorporate components manufactured or assembled by us are used. The continuing efforts of government, insurance companies and other payors of healthcare costs to contain or reduce those costs could lead to patients being unable to obtain approval for payment from these third-party payors. If that were to occur, sales of finished medical devices that include our components may decline significantly, and our customers may reduce or eliminate purchases of our components. The cost containment measures that healthcare providers are instituting, both in the United States and internationally, could harm our ability to operate profitably. For example, managed care organizations have successfully negotiated volume discounts for pharmaceuticals. While this type of discount pricing does not currently exist for medical devices, if managed care or other organizations were able to effect discount pricing for devices, it may result in lower prices to our customers from their customers and, in turn, reduce the amounts we can charge our customers for our design and manufacturing services.

Accidents at one of our facilities could delay production and could subject us to claims for damages.

        Our business involves complex manufacturing processes and hazardous materials that can be dangerous to our employees. We employ safety procedures in the design and operation of our facilities; however, there is a risk that an accident or death could occur in one of our facilities. Any accident could result in significant manufacturing delays, disruption of operations or claims for damages resulting from injuries, which could result in decreased sales and increased expenses. The potential liability resulting from any accident or death, to the extent not covered by insurance, would require us to use other resources to satisfy our obligations and could cause our business to suffer.

A substantial amount of our assets represents goodwill, and our net income will be reduced if our goodwill becomes impaired.

        As of June 30, 2004, goodwill, net represented approximately $297.5 million, or 49.5%, of our total assets. Goodwill is generated in our acquisitions when the cost of an acquisition exceeds the fair value

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of the net tangible and identifiable intangible assets we acquire. Goodwill is subject to an impairment analysis at least annually based on the fair value of the reporting unit. We could be required to recognize reductions in our net income caused by the write-down of goodwill, if impaired, that if significant could materially and adversely affect our results of operations.

Our inability to access additional capital could have a negative impact on our growth strategy.

        Our growth strategy will require additional capital for, among other purposes, completing acquisitions, managing acquired companies, acquiring new equipment and maintaining the condition of existing equipment. In connection with the offering of the notes, we repaid all of our old senior and subordinated indebtedness and entered into our New Senior Secured Credit Facility. If cash generated internally is insufficient to fund capital requirements, or if funds are not available under our New Senior Secured Credit Facility, we will require additional debt or equity financing. Adequate financing may not be available or, if available, may not be available on terms satisfactory to us. If we fail to obtain sufficient additional capital in the future, we could be forced to curtail our growth strategy by reducing or delaying capital expenditures and acquisitions, selling assets or restructuring or refinancing our indebtedness. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Our non-medical operations are highly cyclical and, as a percentage of our total net sales, continue to decline.

        We have established customer relationships with companies outside of the medical device market, pursuant to which these customers incorporate our products and services into their products such as high density discharge lamps, fiber optics, motion sensors and power generators. For the twelve months ended December 31, 2003, on a pro forma basis, our non-medical operations accounted for approximately 9.6% of our net sales. Historically, net sales from these operations have been highly cyclical and since 2001 we have experienced a reduction in revenues from this area of our business. We believe volatility in this area of our operations is due in part to lower sales to customers servicing the electronics, power generation, telecommunication, aerospace and industrial markets due to the economic downturn. Accordingly, we cannot predict when volatility will occur and how severely it will impact our results of operations.

We face risks associated with the implementation of our new Enterprise Resource Planning System.

        We are in the process of installing a third-party enterprise resource planning system, or ERP, across our facilities, which will enable the sharing of customer, supplier and engineering data across our company. The installation and integration of the ERP may divert the attention of our information technology professionals and certain members of management from the management of daily operations to the integration of the ERP. Further, we may experience unanticipated delays in the implementation of the ERP, difficulties in the integration of the ERP across our facilities or interruptions in service due to failures of the ERP. Continuing and uninterrupted performance of our ERP system is critical to the success of our business strategy. Any damage or failure that interrupts or delays operations may dissatisfy customers and could have a material adverse effect on our business, financial condition, results of operations and cash flow.

        We license the ERP software from a third party. If these licenses are discontinued, or become invalid or unenforceable, there can be no assurance that we will be able to develop substitutes for this software independently or to obtain alternative sources at acceptable prices or in a timely manner. Any delays in obtaining or developing substitutes for licensed software could have a material adverse effect on our operations.

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As we rationalize manufacturing capacity and shift production to more economical facilities, our customers may choose to reallocate their outsource requirements among our competitors or perform such functions internally.

        As we integrate MedSource's operations and rationalize manufacturing capability and shift production to more economical facilities, our customers may evaluate their outsourcing requirements and decide to use the services of our competitors or move design and production work back to their own internal facilities. For some customers, geographic proximity to the outsourced design or manufacturing facility may be an important consideration and our reallocation may cause them to no longer use our services for future work. If our customers reallocate work among outsourcing vendors or complete design or production in their own facilities, we would lose business, which could impair our growth and operating results. Further, unanticipated delays or difficulties in facility consolidation and rationalization of our current and future facilities could cause interruptions in our services which could damage our reputation and relationships with our customers and could result in a loss of customers and market share.

We depend on our senior management.

        Our success depends upon the retention of our senior management, including Ron Sparks, our President and Chief Executive Officer. We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain key-man life insurance for any of our employees. Our senior management also serve as management of UTI and, therefore, their efforts are divided between us, UTI and our subsidiaries.

We depend on outside suppliers and subcontractors, and our production and reputation could be harmed if they are unable to meet our volume and quality requirements and alternative sources are not available.

        Our current capabilities do not include all elements that are required to satisfy all of our customers' requirements. As we position ourselves to provide our customers with a single source solution, we may rely increasingly on third-party suppliers, subcontractors and other outside sources for components or services. Manufacturing problems may occur with these third parties. A supplier may fail to develop and supply products and components to us on a timely basis, or may supply us with products and components that do not meet our quality, quantity or cost requirements. If any of these problems occur, we may be unable to obtain substitute sources of these products and components on a timely basis or on terms acceptable to us, which could harm our ability to manufacture our own products and components profitably or on time. In addition, if the processes that our suppliers use to manufacture products and components are proprietary, we may be unable to obtain comparable components from alternative suppliers.

If we are not successful in making acquisitions we may be unable to expand our business and remain competitive.

        An important element of our strategy is to make selective acquisitions of component manufacturers and suppliers that complement our core capabilities. If we cannot identify and acquire on acceptable terms companies that complement or enhance our capabilities and service offerings we may be unable to grow our business or remain competitive with companies in our industry that are able to provide more complete outsourcing capabilities and services to medical device companies. We may also incur expenses associated with identifying suitable targets. In addition, if we incur costs associated with incomplete acquisitions, including legal and accounting fees, or are required to pay higher prices for acquired companies because of competition, this will result in a diversion of resources from other facets of our business.

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Risks Related to the Exchange Notes and Our Structure

Our ability to generate the cash needed to service our lease and debt obligations depends on certain factors beyond our control.

        The future success of our operations will, in large part, dictate our ability to make scheduled payments on, and satisfy our obligations under, our leases and debt, including our debt incurred under our New Senior Secured Credit Facility and the notes. Our future operating performance will be affected by general economic, competitive, market, business and other conditions, many of which are beyond our control. To the extent we are not able to meet our obligations under our leases and debt, we will be required to restructure or refinance them, seek additional equity financing or sell assets. We may not be able to restructure or refinance our leases or debt, obtain additional financing or sell assets on satisfactory terms or at all.

Your right to receive payments on the notes and guarantees of those notes are subordinated to our New Senior Secured Credit Facility.

        Payment on the notes is subordinated in right of payment to our New Senior Secured Credit Facility and any future senior indebtedness we may incur. Payment on the guarantee of each subsidiary guarantor of the notes is subordinated in right of payment to that subsidiary guarantor's senior indebtedness, including its guarantee of our New Senior Secured Credit Facility. Upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness, including the New Senior Secured Credit Facility, are entitled to be paid in full before any payment may be made on the notes or the subsidiary guarantees, as the case may be. In these cases, we or a subsidiary guarantor, as the case may be, may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of senior indebtedness and, due to the turnover provisions in the indenture, less ratably than the holders of unsubordinated obligations, including trade payables.

        As of June 30, 2004, the notes and the related guarantees were subordinated to approximately $194.0 million of outstanding indebtedness under our New Senior Secured Credit Facility, and could become subordinated to up to an additional $40.0 million of senior secured indebtedness available to us under our Revolving Credit Facility at such time that it is drawn. The indenture for the notes and our New Senior Secured Credit Facility permits us, subject to specified limitations, to incur additional indebtedness, some or all of which may be senior secured indebtedness that would rank senior to the notes and the subsidiary guarantees.

The indenture for the notes and our New Senior Secured Credit Facility impose significant operating and financial restrictions which may limit our ability to operate our business.

        The indenture for the notes and our New Senior Secured Credit Facility impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:

•

incur additional indebtedness;



•

make distributions or make certain other restricted payments;



•

incur liens;



•

pay dividends and other payment restrictions affecting our subsidiaries;



•

sell certain assets or merge with or into other companies; and



•

enter into transactions with affiliates.

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        These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, our New Senior Secured Credit Facility requires us to maintain specified financial ratios and to satisfy certain financial covenants. We may be required to take action to reduce our indebtedness or act in a manner contrary to our business objectives to meet these ratios and satisfy these covenants. Events beyond our control, including changes in economic and business conditions in the markets in which we operate, may affect our ability to do so. We may not be able to meet these ratios or satisfy these covenants and we cannot assure you that our lenders will waive any failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our New Senior Secured Credit Facility would prevent us from borrowing additional money under the facility and could result in a default under it. If a default occurs under any of our senior indebtedness, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against substantially all of our assets, which would serve as collateral securing the indebtedness. Moreover, if the lenders under a facility or other agreement in default were to accelerate the indebtedness outstanding under that facility, it could result in a default under other indebtedness. If all or any part of our indebtedness were to be accelerated, we may not have or be able to obtain sufficient funds to repay it. See "Description of New Senior Secured Credit Facility."

We are structured as a holding company and conduct our operations through our subsidiaries and may be limited in our ability to access funds from these subsidiaries to service our debt, including the notes.

        We are structured as a holding company and conduct all of our operations through our subsidiaries. Our only significant asset is the capital stock of our operating subsidiaries. Consequently, our cash flow and ability to service our debt obligations depend on the earnings of our operating subsidiaries and the distribution of those earnings to us, or upon loans, advances or other payments made by our subsidiaries to us. The ability of our subsidiaries to pay dividends or make other payments or advances to us depends upon their operating results and are subject to applicable laws and contractual restrictions, including those contained in our New Senior Secured Credit Facility. If the earnings of our operating subsidiaries are not adequate for us to service our debt obligations, we may default on our debt obligations and our business could be materially harmed. Our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available to us for these payments, unless they are guarantors of the notes.

We may incur additional indebtedness ranking equal to the notes or the guarantees.

        The indenture permits us to issue additional indebtedness on an equal and ratable basis with the notes, subject to satisfaction of a debt incurrence covenant. If we or a guarantor incur any additional indebtedness that is on an equal and ratable basis with the notes, the holders of that debt are entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any foreclosure upon our collateral or our insolvency, liquidation, reorganization, dissolution or other winding-up. This may have the effect of reducing the amount of proceeds paid to you.

Fraudulent transfer statutes may limit your rights as a holder of the notes.

        Federal and state fraudulent transfer laws permit a court, if it makes certain findings, to:

•

avoid all or a portion of our obligations to holders of the notes;



•

subordinate our obligations to holders of the notes to our other existing and future indebtedness, entitling other creditors to be paid in full before any payment is made on the notes; and



•

take other action detrimental to holders of the notes.

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In that event, we cannot assure you that you would ever be repaid.

        Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, at the time the notes were issued, we:

(1)

issued the notes with the intent of hindering, delaying or defrauding current or future creditors; or



(2)

received less than fair consideration or reasonably equivalent value for incurring the indebtedness represented by the notes; and



(a)

were insolvent or were rendered insolvent by reason of the issuance of the notes;



(b)

were engaged, or were about to engage, in a business or transaction for which our assets were unreasonably small; or



(c)

intended to incur, or believed or should have believed we would incur, debts beyond our ability to pay as such debts mature.

        Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes. To the extent that proceeds of the notes offering are used, in part, to make payments to our stockholders, a court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the debt represented by the notes.

        Jurisdictions define "insolvency" differently. However, we generally would be considered insolvent at the time we issued the notes if (1) our liabilities exceeded our assets, at a fair valuation, or (2) the present saleable value of our assets is less than the amount required to pay our total existing debts and liabilities (including the probable liability related to contingent liabilities) as they become absolute or matured. We cannot assure you as to what standard a court would apply in order to determine whether we were "insolvent" as of the date the notes were issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we were insolvent on the date the notes were issued, that the payments constituted fraudulent transfers on another ground.

        Our obligations under the notes are guaranteed by all of our existing domestic subsidiaries and by all our future domestic subsidiaries, except as set forth in this prospectus, and the guarantees may also be subject to review under various laws for the protection of creditors. It is possible that creditors of the guarantors may challenge the guarantees as a fraudulent transfer or conveyance. The analysis set forth above would generally apply, except that the guarantees could also be subject to the claim that, because the guarantees were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor's obligation under its guarantee or the liens securing its guarantee, subordinate the guarantee to the other indebtedness of a guarantor, direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the notes. In addition, the liability of each guarantor under the indenture will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance or improper corporate distribution, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor.

We may be unable to purchase the notes upon a change of control.

        Upon the occurrence of "change of control" events specified in "Description of Notes," holders of the notes may require us to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest plus liquidated damages, if any. We cannot assure you that we will have the financial resources to purchase the notes, particularly as that change of control event may trigger a similar

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repurchase requirement for, or result in the acceleration of, other indebtedness. In addition, our New Senior Secured Credit Facility provides that certain change of control events, including any event constituting a change of control under the indenture governing the notes, constitutes a default and could result in the acceleration of our indebtedness under the New Senior Secured Credit Facility. Because we will be required to repay in full our New Senior Secured Credit Facility before repaying the amounts outstanding under the notes, you may not be repaid in full upon a change of control.

We cannot assure you that an active trading market will develop for the exchange notes.

        While the exchange notes are expected to be eligible for trading in The PORTAL Market, a screen-based automated market for trading securities for qualified institutional buyers, there is no public market for the exchange notes. The initial purchasers have informed us that they intend to make a market in the exchange notes, but they may cease their market-making activities at any time. We do not know if an active market will develop for the exchange notes, or if developed, will continue. If an active market is not developed or maintained, the market price and the liquidity of the exchange notes may be adversely affected.

        In addition, changes in the overall market for debt securities, changes in our prospects or financial performance or in the prospects for companies in our industry generally could have a material adverse effect on the liquidity of the trading market in the exchange notes and the market price quoted for the exchange notes. If an active market for the exchange notes fails to develop or be sustained, the trading price could fall. If an active trading market were to develop, they could trade at prices that may be lower than the initial offering price. Whether or not they could trade at lower prices depends on a number of factors, including, but not limited to:

•

prevailing interest rates;



•

the markets for similar securities;



•

general economic conditions; and



•

our financial condition, historical financial performance and future prospects.

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

        Old notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue exchange notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

        Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

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Broker-dealers or holders of the notes may become subject to the registration and prospectus delivery requirements of the Securities Act.

        Any broker-dealer that:

•

exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes; or



•

resells exchange notes that were received by it for its own account in the exchange offer,

may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery provisions of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

        In addition to broker-dealers, any holder of old notes that exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery provisions of the Securities Act in connection with any resale transaction by that holder.

We are controlled by stockholders whose interests may differ from your interests.

        All of our outstanding shares of common stock are held by UTI. KRG/CMS L.P. and DLJ Merchant Banking Partners III, L.P. and related funds collectively beneficially own approximately 71% of the voting power of UTI. UTI also entered into an Amended and Restated Shareholders' Agreement with certain of its stockholders, including KRG/CMS L.P. and the DLJ Merchant Banking Buyers. Under the agreement, KRG/CMS L.P. currently has the right to nominate six directors to UTI's board of directors and the DLJ Merchant Banking Buyers have the right to nominate four directors to such board. In addition, through a management services agreement, KRG, which is the general partner of the general partner of KRG/CMS L.P., provides advisory services to UTI and is compensated for the completion of acquisitions by us. In connection with the Equity Investment, UTI entered into a similar agreement with DLJ Merchant Banking III, Inc., or DLJMBIII, an affiliate of the DLJ Merchant Banking Buyers. These relationships create the potential for conflicts of interest in circumstances where UTI's and our interests and the interests of KRG, KRG/CMS L.P., DLJMBIII and the DLJ Merchant Banking Buyers are not aligned. For as long as KRG and DLJMBIII provide advisory services and KRG/CMS L.P. and the DLJ Merchant Banking Buyers continue to own shares of UTI's voting stock representing in the aggregate more than 50% of the combined voting power of all the outstanding voting stock of UTI, they will be able to determine the outcome of all matters submitted to a vote of UTI's stockholders, including matters involving mergers or other business combinations, the acquisition or disposition of assets, and the incurrence of indebtedness, any of which could have an impact on our business or operations. KRG/CMS L.P. and the DLJ Merchant Banking Buyers will also have the power to prevent or cause a change in control, and could take other actions that might be desirable to KRG/CMS L.P. and the DLJ Merchant Banking Buyers but not to other interested parties or to holders of our notes.

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THE TRANSACTIONS

        On April 27, 2004, we entered into the Merger Agreement, pursuant to which, on June 30, 2004, we acquired MedSource by merging it with Merger Sub. The merger resulted in MedSource becoming our wholly owned subsidiary. The existing indebtedness of MedSource and its subsidiaries, equal to approximately $37.0 million, including accrued interest, as of June 30, 2004, was repaid in connection with the MedSource Acquisition. Upon the consummation of the MedSource Acquisition, UTI repurchased its outstanding Class C Redeemable Preferred Stock and paid accrued dividends to its holders of Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock. We repaid UTI's and our indebtedness in connection with the consummation of the Transactions in an aggregate amount of approximately $149.4 million, including accrued interest, as of June 30, 2004 and prepayment fees on such indebtedness of approximately $4.7 million. We also completed payment of approximately $9.3 million to certain stockholders of Venusa in respect of an earn-out obligation entered into in connection with our acquisition of Venusa in February 2003, $3.0 million of which was previously paid by us on May 28, 2004.

        We financed the Transactions primarily with the proceeds from the issuance and sale of the old notes; our $234.0 million New Senior Secured Credit Facility, which consists of a six-year $194.0 million Term Facility and a five-year $40.0 million Revolving Credit Facility, under which up to $15.0 million is available in the form of letters of credit and up to $5.0 million under the Revolving Credit Facility is available for short-term borrowings under a swingline facility (see "Description of New Senior Secured Credit Facility"); and the Equity Investment, which consists of the investment by the DLJ Merchant Banking Buyers of approximately $88.0 million in cash in UTI (up to $100,000 of which may be returned to the DLJ Merchant Banking Buyers in the event that we pay an earn-out to Venusa in respect to its 2004 financial performance), net of $1.8 million of fees, in exchange for an aggregate of approximately 7.6 million shares of UTI's Class A-8 5% Convertible Preferred Stock and warrants to purchase additional shares of UTI's Class A-8 5% Convertible Preferred Stock, subject to certain conditions.

30

THE EXCHANGE OFFER

Purpose and Effect

        Concurrently with the sale of the old notes on June 30, 2004, we entered into a registration rights agreement with the initial purchasers of the old notes, which requires us to file the registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must cause the registration statement to be declared effective by March 27, 2005 and must consummate the exchange offer no later than 30 business days after the registration statement has been declared effective.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain liquidated damages on the old notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer.

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;



•

the holder is not engaging in and does not intend to engage in a distribution of the exchange notes;



•

the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes; and



•

the holder is not an "affiliate" of ours or any of the guarantors, as defined under Rule 405 under the Securities Act.

        Under certain circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the staff of the SEC set forth in no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

is our or any guarantor's "affiliate" within the meaning of Rule 405 under the Securities Act;



•

is a broker-dealer who purchased old notes directly from us or the guarantors, or any of our or the guarantors' affiliates, for resale under Rule 144A or any other available exemption under the Securities Act;

31

•

acquired the exchange notes other than in the ordinary course of the holder's business; or



•

has an arrangement with any person to engage in the distribution of the exchange notes.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired old notes directly from us and not as a result of market making activities or other trading activities may not rely on the SEC staff's interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to                  .m., New York City time, on            , 2004, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

        The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

        This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated under the Securities Exchange Act of 1934. You do not have any appraisal or dissenters' rights in connection with the exchange offer under the Colorado Business Corporation Act or the indenture.

        We will be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes as promptly as practicable after the expiration date unless the exchange offer is extended.

        Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date shall be                .m., New York City time, on            , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. We refer to this date, as it may be extended, as the expiration date. In order to extend the exchange offer, we will notify the exchange agent and each

32

registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

•

to delay accepting any old notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent; or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Procedures for Tendering

        Only a holder of old notes may tender the old notes in the exchange offer. Except as set forth under "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the old notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date;



•

a timely confirmation of a book-entry transfer, referred to herein as a Book-Entry Confirmation, of the old notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company, or the Book-Entry Transfer Facility, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or



•

you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under "—Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn prior to                .m., New York City time, on            , 2004, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

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        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 unless old notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed in the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        By tendering, you will be representing to us that, among other things:

•

the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the registered holder;



•

you are not engaging in and do not intend to engage in a distribution of the exchange notes;



•

you do not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; and



•

you are not our or any of the guarantors' "affiliate," as defined under Rule 405 of the Securities Act.

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        In all cases, issuance of exchange notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such old notes or a timely Book-Entry Confirmation of such old notes into the exchange agent's account at the Book-Entry Transfer Facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the Book-Entry Transfer Facility according to the book-entry transfer procedures described below, those nonexchanged old notes will be credited to an account maintained with that Book-Entry Transfer Facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at the Book-Entry Transfer Facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of old notes being tendered by causing the Book-Entry Transfer Facility to transfer such old notes into the exchange agent's account at the Book-Entry Transfer Facility in accordance with that Book-Entry Transfer Facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the Book-Entry Transfer Facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "—Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through ATOP, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender old notes through ATOP, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the old notes desires to tender old notes and the old notes are not immediately available, or time will not permit that holder's old notes or other required documents to reach the exchange agent prior to                .m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible guarantor institution;

35

•

prior to                .m., New York City time, on the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of the old notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange, Inc., or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of old notes may be withdrawn at any time prior to                .m., New York City time, on the expiration date.

        For a withdrawal of a tender of old notes to be effective, a written or, for The Depository Trust Company participants, electronic ATOP transmission, notice of withdrawal must be received by the exchange agent at its address set forth under "—Exchange Agent" prior to                .m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and



•

specify the name in which any such old notes are to be registered, if different from that of the person having deposited the old notes to be withdrawn.

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange, but that are not exchanged for any reason, will be returned to the holder of those old notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures under "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the exchange notes for those old notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

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        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail:	By Hand Delivery or Overnight Courier:	By Facsimile (Eligible Institutions Only):
U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance Group-4th Floor Reference: Medical Device Manufacturing, Inc.	U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance Group-4th Floor Reference: Medical Device Manufacturing, Inc.	U.S. Bank National Association (651) 244-1537 Attention: Specialized Finance Group-4th Floor Reference: Medical Device Manufacturing, Inc.

For Information or Confirmation by Telephone: (800) 934-6802

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees And Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those old notes.

Accounting Treatment

        We will not recognize any gain or loss for accounting purposes upon consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes under GAAP.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal number of outstanding old notes in like principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes. The old notes surrendered in exchange for the exchange notes will be retired and marked as cancelled and cannot be reissued. The gross proceeds from the offering of the old notes of approximately $175.0 million were used to finance the MedSource Acquisition.

CAPITALIZATION

        The following table shows our cash and material capitalization as of June 30, 2004. This table should be read in conjunction with the section entitled "The Transactions," our consolidated financial statements and the related notes contained elsewhere in this prospectus.

			As of June 30, 2004
			(in millions)
Total Cash and Cash Equivalents			$	12.1
Debt:
	New Senior Secured Credit Facility:
		Revolving Credit Facility(1)		—
		Term Facility	$	194.0
Notes				175.0
Total Indebtedness				369.0
Total Stockholder's Equity				141.6
Total Capitalization			$	522.7

(1)

The Revolving Credit Facility provides for borrowings of up to $40.0 million and remained undrawn upon the consummation of the Transactions. Up to $15.0 million under the Revolving Credit Facility is available in the form of letters of credit, and up to $5.0 million under the Revolving Credit Facility is available for short-term borrowings under a swingline facility.

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NON-GAAP FINANCIAL MEASURES

        EBITDA (including pro forma presentations thereof) and the related ratios presented in this prospectus are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. EBITDA is not measurement of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP.

        EBITDA represents net income (loss) before net interest expense, income tax expense, depreciation and amortization. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers, many of which present EBITDA when reporting their results.

        We also use financial measures similar to EBITDA, though subject to certain different adjustments, in our New Senior Secured Credit Facility that we entered into in connection with our refinancing transactions described herein and the indenture governing the notes to measure our compliance with covenants such as interest coverage and debt incurrence. Measures similar to EBITDA are also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting relative interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense).

        EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

it does not reflect our cash expenditures for capital expenditures;



•

it does not reflect changes in, or cash requirements for, our working capital requirements;



•

it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness;



•

although deprecation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect cash requirements for such replacements;



•

other companies, including other companies in our industry, may calculate differently than we do, limiting its usefulness as a comparative measure.

        Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. For more information, see our consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The table below presents our selected historical consolidated financial data for the period from July 2, 1999 (the date of inception of our predecessor) through December 31, 1999, for each of the four full fiscal years in the period ended December 31, 2003 and for the six month periods ended June 30, 2003 and 2004. The operating data for each of the three years in the period ended December 31, 2003 and the balance sheet data as of December 31, 2002 and 2003 were derived from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data as of December 31, 2001 and 2000 were derived from our unaudited financial statements that are not included in this prospectus. The operating data for the year ended December 31, 2000 was derived from our and our predecessor's unaudited financial statements that are not included in this prospectus. The operating data for the period from July 2, 1999 through December 31, 1999, and the balance sheet data as of December 31, 1999, were derived from the audited consolidated financial statements of our predecessor that are not included in this prospectus. The operating data for the six month periods ended June 30, 2003 and June 30, 2004 and the balance sheet data as of June 30, 2004 were derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. We consummated the MedSource Acquisition on June 30, 2004 and, as a result, the assets and liabilities of MedSource are recorded on our balance sheet as of the date of the MedSource Acquisition and the results of operations of MedSource for June 30, 2004 are included in our results for that day. The unaudited financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of financial condition and results of operations for such periods and as of such dates.

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        The information presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements included elsewhere in this prospectus.

		Period from Inception (July 2, 1999) to December 31, 1999(1)
					Twelve Months Ended December 31,												Six Months Ended June 30,
					2000(1)			2001(1)			2002(1)			2003(1)			2003			2004
		(in thousands)
STATEMENT OF OPERATIONS DATA:
Net Sales		$	5,739		$	77,965		$	137,488		$	135,841		$	174,223		$	82,860		$	112,147
Cost of Sales			3,140			54,403			88,974			96,740			121,029			57,312			77,658
Gross Profit			2,599			23,562			48,514			39,101			53,194			25,548			34,489
Selling, General and Administrative Expenses			839			19,055			27,040			23,548			28,612			13,145			16,575
Research and Development Expenses			1			1,321			2,106			2,380			2,603			1,303			1,176
Restructuring and Other Charges(2)			—			—			—			2,440			1,487			1,404			—
Impairment of Goodwill and Intangibles(3)			—			—			—			21,725			—			—			—
Amortization of Intangibles(3)			512			8,140			10,067			4,703			4,828			2,204			2,450
Income (Loss) from Operations			1,247			(4,954	)		9,301			(15,695	)		15,664			7,492			14,288
Other Income (Expense)
	Interest Expense, net		(804	)		(11,363	)		(17,802	)		(16,923	)		(16,587	)		8,841			12,015
	Other(4)		23			35			(1	)		61			(9	)		(8	)		3,265
Total Other Expense			(781	)		(11,328	)		(17,803	)		(16,862	)		(16,596	)		8,833			15,280
Income (Loss) Before Income Taxes			466			(16,282	)		(8,502	)		(32,557	)		(932	)		(1,341	)		(992	)
Income Tax Expense (Benefit)			357			(5,404	)		(1,504	)		(5,145	)		13,872			(522	)		1,057
Net Income (Loss)		$	109		$	(10,878	)	$	(6,998	)	$	(27,412	)	$	(14,804	)	$	(819	)	$	(2,049	)
OTHER FINANCIAL DATA:
Cash Flows Provided by (Used in):
	Operating Activities	$	1,092		$	6,779		$	9,362		$	14,022		$	14,392		$	1,361		$	5,081
	Investing Activities		(21,421	)		(204,916	)		(14,163	)		(9,446	)		(20,370	)		16,114			215,969
	Financing Activities		21,173			205,349			(439	)		(1,517	)		3,977			12,706			219,074
Capital Expenditures			265			3,145			6,497			6,218			6,371			(2,131	)		(4,178	)
Depreciation and Amortization			663			11,902			15,455			10,858			11,591			5,574			6,003
EBITDA(5)			1,933			6,983			24,755			(4,776	)		27,246			13,074			17,026
Ratio of Earnings to Fixed Charges			1.6x			—			—			—			—						—
Deficiency of Earnings to Fixed Charges			—			16,282			8,502			32,557			932						992
BALANCE SHEET DATA (at period end):
Cash and Cash Equivalents		$	845		$	8,058		$	2,818		$	5,877		$	3,974		$	3,875		$	12,130
Total Assets			25,165			266,350			262,081			235,775			279,135			256,697			600,531
Total Debt			16,116			140,020			140,189			144,411			136,246			144,286			369,035
Redeemable and Convertible Preferred Stock			30			540			540			540			12,593			13,093			60
Stockholder's Equity			6,348			91,861			82,072			64,219			56,813			70,803			141,617

(1)

We acquired G&D, Inc. d/b/a/ Star Guide, Inc., on July 6, 1999, Noble-Met, Ltd., on January 11, 2000, UTI Corporation, Inc. (a Pennsylvania corporation) on June l, 2000, American Technical Molding, Inc. on December 22, 2001, Micro Guide on October 31, 2002, and Venusa on February 28, 2003. All acquisitions were accounted for using purchase method of accounting. Accordingly the assets acquired and liabilities assumed were recorded in our financial statements at their fair market value and the operating results of the acquired companies are reflected since the date of acquisition.

(2)

During 2002, we implemented two restructuring plans focused on consolidating our U.S. operations. During the second quarter of 2002, we announced the relocation of the majority of operations in our South Plainfield,

41

New Jersey facility to the Collegeville, Pennsylvania facility. A restructuring charge of $0.5 million was recognized that consisted of $0.1 million related to severance and $0.4 million associated with the write-down of assets and other closure costs at the South Plainfield, New Jersey facility.

During the fourth quarter of 2002, we announced the consolidation of our machining capabilities into our Wheeling, Illinois facility and the closing of our Miramar, Florida plant. As a result, we recognized a restructuring charge of $1.4 million consisting of: $0.1 million related to stay-on bonuses earned through December 31, 2002; $0.5 million related to the write-down of assets; and $0.8 million related to lease obligations. In 2003, the relocation was completed and we recognized a restructuring charge of $1.8 million consisting of: $0.5 million related to stay-on and relocation bonuses earned through the relocation date; $0.3 million related to the relocation of equipment and plant clean-up; $0.7 million of other exit costs; and $0.3 million related to excess inventory discarded (included in cost of sales in the consolidated statements of operations).

During the third quarter of 2002, we decided not to proceed with the construction of a new technology center and recognized a loss of $0.5 million related to the write-down of previously capitalized costs.

The following table summarizes the recorded accruals and activity related to the restructuring and other charges (in thousands):

		Employee Costs			Other Exit Costs			Total
Restructuring and Other Charges		$	230		$	2,210		$	2,440
	Less: Cash Payments		(80	)		(143	)		(223	)
	Less: Non-Cash Items		—			(1,262	)		(1,262	)
Balance as of December 31, 2002			150			805			955
Restructuring Charge			471			1,016			1,487
Inventory Discarded			—			322			322
	Less: Cash Payments		(613	)		(1,559	)		(2,172	)
Balance as of December 31, 2003		$	8		$	584		$	592

The balance as of December 31, 2003 will be paid in August 2004.

(3)

Effective January 1, 2002, we adopted SFAS No, 142, "Goodwill and Other Intangible Assets." Accordingly, we no longer amortize goodwill. For the period July 2, 1999 to December 31, 1999 and the year ended 2000, and 2001, we amortized $0.5 million, $3.2 million and $5.4 million, respectively of goodwill. As a result of a loss of significant customers during 2002, goodwill impairment was determined to exist in one of our three reporting units. Accordingly, an impairment of goodwill charge of $17.5 million was recognized. In addition, related intangible assets of developed technology and know how and customer base were reduced to their estimated fair value based on projected cash flow by $2.2 million and $2.0 million respectively.

(4)

For the six months ended June 30, 2004 other income (expense) includes $3,295 of pre-payment fees associated with the retirement of our old senior subordinated indebtedness and UTI's senior indebtedness.

(5)

We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization. Since EBITDA may not be calculated the same by all companies, this measure may not be comparable to similarly titled measures by other companies. We use EBITDA as a supplemental measure of our performance. EBITDA has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. See "Non-GAAP Financial Measures" for a discussion of our use of EBITDA and certain limitations of EBITDA as a financial measure. EBITDA is calculated as follows for the periods presented:

																Six Months Ended June 30,
		Period from Inception to December 31, 1999		Twelve Months Ended December 31,
				2000			2001			2002			2003			2003			2004
		(in thousands)
	Net Income (Loss)	$	109	$	(10,878	)	$	(6,998	)	$	(27,412	)	$	(14,804	)	$	(819	)	$	(2,049	)
	Interest Expense, net		804		11,363			17,802			16,923			16,587			8,841			12,015
	Provision for Income Taxes		357		(5,404	)		(1,504	)		(5,145	)		13,872			(522	)		1,057
	Depreciation and Amortization		663		11,902			15,455			10,858			11,591			5,574			6,003
EBITDA		$	1,933	$	6,983		$	24,755		$	(4,776	)	$	27,246		$	13,074		$	17,026

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under "Risk Factors." Our actual results may differ materially from those contained in any forward-looking statements.

Overview

        As a result of our acquisition of MedSource, we believe we are the largest provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. The following discussion and analysis of our financial condition and results of operations covers periods prior to the Transactions. Accordingly, the discussion and analysis of historical periods do not reflect the significant impact that the Transactions will have on us and our subsidiaries.

        We primarily focus on the leading companies within three large and growing markets within the medical device industry: cardiovascular, endoscopy, and orthopedics. Our customers include many of the leading medical device companies, including Boston Scientific, Guidant, Johnson & Johnson, Medtronic, Smith & Nephew, St. Jude Medical, Stryker, Tyco International and Zimmer. During 2003, our top 10 customers accounted for approximately 52% of net sales with only one customer accounting for greater than 10% of net sales. Boston Scientific accounted for approximately 25% of net sales in 2003. We expect net sales from our largest customers to continue to constitute a significant portion of our net sales in the future. While net sales are aggregated by us to the ultimate parent of a customer, we typically generate diversified revenue streams within these large customers across separate divisions and multiple products.

        We primarily generate our net sales domestically. In 2003, $143.6 million or 82.0% of our net sales were sold to customers located in the U.S. Since a substantial majority of the leading medical device companies are located in the U.S., we expect our net sales to U.S.-based companies to remain a high percentage of our net sales in the future.

        We primarily recognize product net sales upon shipment, when title passes to the customer or, if products are shipped on consignment to a particular customer, when the customer uses the product. For services, we recognize net sales at the time the services are rendered.

        Our operations are based on purchase orders that typically provide for 30 to 90 days delivery from the time the purchase order is received, but which can provide for delivery within 30 days or up to 180 days, depending on the product and the customer's ability to forecast requirements.

        Cost of goods sold includes raw materials, labor and other manufacturing costs associated with the products we sell. Some products incorporate precious metals, such as gold, silver and platinum. Changes in prices for those commodities are generally passed through to our customers. As a result of the acquisition of MedSource, acquired inventories were stepped up in value by $3.4 million which will be reflected as higher cost of goods sales over the first inventory turn, expected to be complete by September 30, 2004.

        Selling, general and administrative expenses include salaries, sales commissions, and other selling and administrative costs.

        Amortization of intangible assets is primarily related to our acquisitions of G&D, Inc. d/b/a Star Guide, or Star Guide, Noble-Met, Ltd., or Noble Met, UTI Pennsylvania, American Technical Molding, Inc., or ATM, and Venusa. Interest expense is primarily related to indebtedness incurred to finance our acquisitions.

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Results of Operations

        The following table sets forth percentages derived from the consolidated statements of operations for the years ended December 31, 2001, 2002 and 2003 and six months ended June 30, 2003 and 2004, presented as a percentage of net sales.

	Twelve Months Ended December 31,						Six Months Ended June 30,
	2001		2002		2003		2003		2004
STATEMENT OF OPERATIONS DATA:
Net Sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of Sales	64.7		71.2		69.5		69.2		69.3
Gross Profit	35.3		28.8		30.5		30.8		30.7
Selling, General and Administrative Expenses	19.7		17.3		16.4		15.9		14.8
Research and Development Expenses	1.5		1.8		1.5		1.6		1.0
Restructuring and Other Charges	—		1.8		0.9		1.7		—
Impairment of Goodwill and Intangibles	—		16.0		—		—		—
Amortization of Intangibles	7.3		3.5		2.8		2.6		2.2
Income (Loss) from Operations	6.8		(11.6	)	9.0		9.0		12.7
EBITDA	18.0	%	(3.5	)%	15.6	%	15.8	%	15.2	%

Six Months Ended June 30, 2004 Compared Six Months Ended June 30, 2003

Net Sales

        Net sales for the six months ended June 30, 2004 were $112.1 million, an increase of $29.2 million or 35.3% compared to net sales of $82.9 million for the six months ended June 30, 2003. The increase was primarily due to higher sales to customers serving the endoscopic and cardiovascular markets. In addition, $3.9 million of the increase was due to the February 28, 2003 acquisition of Venusa and $2.3 million was due to the June 30, 2004 acquisition of MedSource.

Gross Profit

        Gross profit for the six months ended June 30, 2004 was $34.5 million as compared to $25.5 million for the six months ended June 30, 2003. Acquisitions increased gross profit by $1.7 million.

        Gross margin was 30.7% for the six months ended June 30, 2004 as compared to 30.8% for the six months ended June 30, 2003. The impact of the step up in inventory was to lower the gross margin percent by 0.3 percentage points, otherwise gross margins were higher primarily due to higher sales.

Selling, General and Administration Expenses

        Selling, general and administrative expenses were $16.6 million for the six months ended June 30, 2004 compared to $13.1 million for the six months ended June 30, 2003. The increase in selling, general and administrative expenses was primarily related to higher wage related costs driven by higher sales.

        Selling, general and administrative expenses were 14.8% of net sales for the six months ended June 30, 2004 versus 15.9% of net sales for the six months ended June 30, 2003. The lower 2004 percentage was driven by strong sales growth in combination with leveraging the selling, general and administrative cost structure.

Research and Development Expenses

        Research and development expenses for the six months ended June 30, 2004 were $1.2 million or 1.0% of net sales, compared to $1.3 million or 1.6% of net sales for the six months ended June 30, 2003.

44

Restructuring and Other Charges

        Restructuring initiatives which we began in 2002 were completed in 2003. No restructuring charges were incurred in 2004.

Amortization

        Amortization was $2.5 million for the six months ended June 30, 2004 compared to $2.2 million for the six months ended June 30, 2003. The higher amortization was due to the acquisition of Venusa.

2003 Compared to 2002

Net Sales

        Net sales for 2003 were $174.2 million, an increase of $38.4 million or 28.2% compared to net sales of $135.8 million for 2002. The higher net sales were primarily the result of the February 28, 2003 acquisition of Venusa which increased 2003 net sales by $36.5 million.

        Assuming the Venusa acquisition occurred on January 1, 2002, net sales from products used in medical markets for 2003 were $148.3 million, an increase of $22.3 million or 17.7% compared to net sales from products used in medical markets of $126.0 million for 2002. The increase was primarily due to the manufacturing ramp-up of several product lines for endoscopic customers. Net sales from products sold into the industrial markets for 2003 were $29.8 million, a decrease of $2.0 million or 6.3% compared to net sales from products sold into the industrial markets of $31.8 million for 2002. The decrease was primarily due to the continued economic slowdown.

Gross Profit

        Gross profit for 2003 was $53.2 million as compared to $39.1 million for 2002. The increase in gross profit was primarily the result of the acquisition of Venusa in 2003 and a $5.0 million charge related to obsolete inventory in 2002.

        Gross margin for 2003 increased to 30.5% from 28.8% in the prior year. The increase was primarily due to the $5.0 million charge in 2002, partially offset by product mix changes primarily driven by the acquisition of Venusa. We also experienced manufacturing inefficiencies in connection with the consolidation of our machining capabilities into Wheeling, Illinois and the closure of the Miramar, Florida plant.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses for 2003 were $28.6 million compared to $23.5 million in 2002. The increase was primarily due to the acquisition of Venusa and higher selling costs related to planned investments in our net sales and marketing staff. Also included in 2003 was $1.9 million of severance and relocation charges incurred in connection with executive officer transitions, which took place in the third and fourth quarter.

        Selling, general and administrative expenses were 16.4% of net sales in 2003 versus 17.3% of net sales in 2002. The lower percentage in 2003 was driven by strong net sales growth in combination with leveraging the selling, general and administrative cost structure, partially offset by the executive officer transition charges.

Research and Development Expenses

        Research and development expenses for 2003 were $2.6 million or 1.5% of net sales, compared to $2.4 million or 1.8% of net sales in 2002.

45

Restructuring and Other Charges

        In 2003 we completed the consolidation of machining capabilities into the Wheeling, Illinois facility and the closing of our Miramar, Florida plant and recognized a restructuring charge of $1.8 million, including $0.3 million related to excess inventory included in cost of sales, $0.5 million of employee-related costs and $1.0 million of other exit costs.

        During 2002, we implemented two restructuring plans focused on consolidating our U.S. operations. We relocated the majority of operations in the South Plainfield, New Jersey facility to the Collegeville, Pennsylvania facility. A restructuring charge of $0.5 million was recognized. We announced the consolidation of machining capabilities into the Wheeling, Illinois facility and the closing of our Miramar, Florida plant. A restructuring charge of $1.4 million was recognized. Also in 2002, we decided not to proceed with construction of a new technology center and recognized a loss of $0.5 million related to the write-down of previously capitalized costs. Employee-related costs included in the restructuring charge were $0.2 million and the remaining $2.2 million consisted of other exit costs.

        The following table summarizes the recorded accruals and activity related to the restructuring and other charges (in thousands):

	Employee Costs			Other Exit Costs			Total
Restructuring and other charges	$	230		$	2,210		$	2,440
Less cash payments		(80	)		(143	)		(223	)
Less non cash items		—			(1,262	)		(1,262	)
Balance as of December 31, 2002		150			805			955
Restructure charge		471			1,016			1,487
Inventory discarded		—			322			322
Less cash payments		(613	)		(1,559	)		(2,172	)
Balance as of December 31, 2003	$	8		$	584		$	592

        The balance as of December 31, 2003 will be paid in August 2004.

Impairment of Goodwill and Intangibles

        In 2002, as a result of the loss of customers in the plastic injection molded operation, we recognized a $17.5 million impairment of goodwill charge and a $4.2 million write down of related intangible assets.

Amortization

        Amortization in 2003 was $4.8 million compared to $4.7 million in 2002.

2002 Compared to 2001

Net Sales

        Net sales for 2002 were $135.8 million, a decrease of $1.6 million or 1.2% compared to net sales of $137.5 million in 2001. Net sales from products used in medical markets for 2002 were $104.0 million, an increase of $8.9 million or 9.4% compared to net sales from products used in medical markets of $95.1 million for 2001. The higher net sales were due to the continued growth from products that serve the cardiovascular and endoscopic markets partially offset by lower engineering revenue. Net sales from products sold into the industrial markets for 2002 were $31.8 million, a decrease of $10.6 million or 24.9% compared to net sales from products sold into industrial markets of $42.4 million for 2001. The decrease was principally due to the economic downturn.

46

Gross Profit

        Gross profit for 2002 was $39.1 million as compared to $48.5 million in 2001. The decrease in gross profit was due to our recording a $5.0 million charge for obsolete inventory, unfavorable product mix and higher manufacturing costs related to product launches.

        Gross margin for 2002 decreased to 28.8% from 35.3% in the prior year. In addition to the impact of the $5.0 million charge for obsolete inventory, gross margin was also negatively impacted by unfavorable product mix and incremental manufacturing costs related to product launches.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses for 2002 were $23.5 million compared to $27.0 million in 2001. The 2001 selling, general and administrative expenses included $2.3 million of special charges related to the termination of a public offering, $0.8 million of charges related to due diligence costs for acquisitions that were not completed and $0.8 million for severance and recruiting costs.

        Selling, general and administrative expenses were 17.3% of net sales in 2002 versus 19.7% of net sales in 2001. The lower rate is due to higher net sales and the impact of the special charges in 2001 of $2.3 million.

Research and Development Expenses

        Research and development expenses for 2002 were $2.4 million or 1.8% of net sales, compared to $2.1 million or 1.5% of net sales in 2001.

Restructuring and Impairment Charges

        During 2002, we implemented two restructuring plans focused on consolidating our U.S. operations. We relocated the majority of operations in the South Plainfield, New Jersey facility to the Collegeville, Pennsylvania facility. A restructuring charge of $0.5 million was recognized, consisting of $0.1 million of employee-related cost and $0.4 million of other exit costs. We announced the consolidation of machining capabilities into the Wheeling, Illinois facility and the closing of our Miramar, Florida plant. A restructuring charge of $1.4 million was recognized, consisting of $0.1 million of employee related costs, $0.8 million of lease termination costs and $0.5 million of other exit costs.

        In 2002, the Company decided not to proceed with construction of a new technology center and recognized a loss of $0.5 million related to the write down of previously capitalized costs.

        As a result of the loss of customers in the plastic injection molded operation, the Company recognized a $17.5 million impairment of goodwill charge and a $4.2 million write down of related intangible assets.

Amortization

        Amortization in 2002 was $4.7 million, compared to $10.1 million in 2001. Beginning in 2002, amortization of goodwill was discontinued as the Company adopted FASB No. 142.

Liquidity and Capital Resources

        Our principal sources of liquidity are cash provided by operations and borrowings under our New Senior Secured Credit Facility, entered into in conjunction with our June 30, 2004 acquisition of MedSource, which included a five-year undrawn $40.0 million revolving credit facility and a six-year $194.0 million term facility. For a description of our New Senior Secured Credit Facility, please see "Description of New Senior Secured Credit Facility." Our principal uses of cash will be to meet debt service requirements, fund working capital requirements and finance capital expenditures and acquisitions. At June 30, 2004, we had $3.3 million of letters of credit outstanding that reduced by such amount the amounts available under the our revolving credit facility.

47

        During the six months ended June 30, 2004, cash generated from operating activities was $5.1 million compared to $1.4 million for the six months ended June 30, 2003. The increase in cash from operations is related to higher operating income and higher payables and accrued expenses.

        During the six months ended June 30, 2004, cash used in investing activities totaled $216.0 million compared to $16.4 million for the six months ended June 30, 2003. The increase in cash used in investing activities was primarily attributable to the acquisition of MedSource.

        During the six months ended June 30, 2004, financing activities generated $219.1 million of cash compared to $12.7 million of cash for the comparable period in 2003. In conjunction with the June 30, 2004 acquisition of MedSource, the following financing transactions took place:

•

The issuance of $369.0 million of indebtedness consisting of a $194.0 million six-year term facility and $175.0 million of 10% senior subordinated notes due July 15, 2012. The Company incurred $15.9 million of fees related to the new debt.



•

The repayment of all previously outstanding debt, which included credit facility of $83.5 million, our senior subordinated notes of $21.5 million and UTI's senior notes of $38.3 million.



•

The repayment of all MedSource debt and capital leases totaling $36.1 million.



•

The payment by UTI of $22.2 million of dividends.



•

The repurchase by UTI of $18.8 of its Class C Redeemable Preferred Stock.



•

The issuance by UTI of 7,568,980 shares of its 5% Class A-8 Convertible Preferred stock for approximately $88.0 million, net of $1.8 million of fees.

        Cash provided by operating activities was approximately $14.4 million for the year ended December 31, 2003 compared to approximately $14.0 million for the year ended December 31, 2002. Fiscal year 2003 cash provided by operating activities was primarily related to a net loss of approximately $14.8 million, plus depreciation and amortization of approximately $11.6 million, non-cash interest expense of approximately $7.1 million and deferred income taxes of approximately $12.3 million. Fiscal year 2002 cash provided by operating activities was primarily related to a net loss of approximately $27.4 million, plus depreciation and amortization of approximately $10.9 million, non-cash interest expense of approximately $6.2 million, an impairment charge of approximately $21.7 million, partially offset by a change in deferred income taxes of approximately $5.2 million. In addition, cash was provided by inventory reduction of approximately $3.5 million.

        Cash used in investing activities was approximately $20.4 million for the year ended December 31, 2003 compared to approximately $9.4 million for the year ended December 31, 2002. Fiscal year 2003 cash used in investing activities included approximately $6.4 million associated with capital spending and approximately $14.4 million (net of acquired cash) associated with the acquisition of Venusa. Fiscal year 2002 cash used in investing activities included approximately $6.2 million associated with capital spending and approximately $3.3 million (net of acquired cash) primarily associated with the earn-out related to an acquisition.

        Cash provided by financing activities was approximately $4.0 million for the year ended December 31, 2003 compared to cash used in financing activities of approximately $1.5 million for the year ended December 31, 2002. Fiscal year 2003 cash provided by financing activities was comprised of approximately $18.7 million of capital contributions received from UTI, our parent, partially offset by approximately $14.1 million of net debt reduction and approximately $0.7 million of deferred financing fees. Fiscal year 2002 cash used in financing activities was comprised of approximately $1.0 million of net debt reduction and approximately $0.5 million of deferred financing fees.

        Capital Expenditures.    We anticipate that we will spend approximately $8.0 to $10.0 million on capital expenditures for the remainder of 2004. Our New Senior Secured Credit Facility contains restrictions on our ability to make capital expenditures. Based on current estimates, our management

48

believes that the amount of capital expenditures permitted to be made under our New Senior Secured Credit Facility will be adequate to grow our business according to our business strategy and to maintain our continuing operations.

        Our ability to make payments on our indebtedness and to fund planned capital expenditures and necessary working capital will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations and available borrowings under our New Senior Secured Credit Facility will be adequate to meet our liquidity requirements for the foreseeable future. No assurance can be given, however, that this will be the case.

Off-Balance Sheet Arrangements

        We do not have any "off-balance sheet arrangements" (as such term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

        The following table sets forth our long-term contractual obligations as of December 31, 2003, on a pro forma basis (in thousands):

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
New Senior Secured Credit Facility	$	194,000	$	1,940	$	3,880	$	3,880	$	184,300
Notes		175,000		—		—		—		175,000
Operating Leases		33,537		6,659		8,061		5,190		13,627
Total	$	402,537	$	8,599	$	11,941	$	9,070	$	372,927

Critical Accounting Policies

        Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates our estimates and judgments including those related to the recovery of inventories, property, plant and equipment and goodwill and intangibles. Management bases its estimates and judgments on historical experience, current and expected economic conditions and other factors believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates. The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating our reported financial results includes the following:

Revenue Recognition

        We primarily derive our revenues from serving leading medical device companies. These customers are typically large companies with substantial market share in one or more of our three target markets: cardiovascular, endoscopy and orthopedics. We primarily recognize product revenues upon shipment, when title passes to the customer or, if products are shipped on consignment to a particular customer, when the customer uses the product. For services, we recognize revenues at the time the services are rendered. Our operations are based on purchase orders that typically provide for 30 to 90 days delivery

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from the time the purchase order is received, but which can provide for delivery within 30 days or up to 180 days, depending on the product and the customer's ability to forecast requirements.

Inventories

        Inventories are stated at the lower of cost (on first-in, first-out basis) or market and include the cost of materials, labor and manufacturing overhead. Scrap resulting from the manufacturing process is valued in inventory at the estimated price which will be received from the refinery.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures which significantly increase value or extend useful lives are capitalized and replaced properties are retired. Depreciation is calculated principally by use of straight-line method over the estimated useful lives of depreciable assets.

Goodwill and Intangibles

        We adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Intangible Assets" and as a result discounted the amortization of goodwill after December 31, 2001. Goodwill is tested for impairment annually or whenever an impairment indicator arises. If events or circumstances change, including reductions in anticipated cash flows generated by operations, goodwill could become impaired and result in a charge to earnings.

Income Taxes

        We account for income taxes under provisions of SFAS No. 109 "Accounting for Income Taxes," which requires the use of the liability method in accounting for deferred taxes. If it is more likely than not that some portion, or all, of a deferred tax asset will not be realized, a valuation allowance is recognized.

Quantitative and Qualitative Disclosures About Market Risk

Market Risk

        We are subject to market risk associated with change in interest rates and foreign currency exchange rates.

Interest Rate Risk

        We are subject to market risk associated with change in the London Interbank Offered Rate (LIBOR) and the Federal Funds Rate published by the Federal Reserve Bank of New York in connection with our New Senior Secured Credit Facility. Based on the outstanding balance at June 30, 2004, a hypothetical 10% change in rates under the New Senior Secured Credit Facility would result in a change to our annual interest expense of approximately $0.9 million.

Foreign Currency Risk

        We operate some facilities in foreign countries. At December 31, 2003, approximately $5.0 million of long-lived assets were located in foreign countries. Our principal currency exposures relate to the Euro, British pound and Mexican pesos. We consider the market risk to be low, as the majority of the transactions at these locations are denominated in the local currency.

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BUSINESS

Overview

        As a result of our completion of the MedSource Acquisition, we believe we are the largest provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. We had net sales of $369.7 million for the twelve months ended December 31, 2003, on a pro forma basis, and, as a result of our completion of the MedSource Acquisition, now have over 20 facilities in five countries.

        We offer our customers design and engineering, precision component manufacturing, device assembly and supply chain management services. We have extensive resources focused on providing our customers reliable, high quality, cost-efficient, integrated outsourced solutions. We often become the sole supplier of manufacturing and engineering services for the products we provide to our customers.

        We provide multiple strategic benefits to our customers. Our design and engineering, precision component manufacturing, device assembly and supply chain management services provide multiple strategic benefits to our customers. We help speed our customers' products to market, lower their manufacturing costs and enable our customers to focus on their core competencies, including research, sales and marketing.

        We have developed long-term relationships with our largest customers. In many cases, we have been doing business with these customers for over 10 years. We work closely with our customers in the design, testing, prototyping, validation and production of their products and processes. Many of the end products we produce for our customers are regulated by the FDA, which has stringent quality standards for manufacturers of medical devices. Because of these stringent standards, multiple validations of our manufacturing process are required by both our customers and the FDA to ensure high quality, reliable production. This joint investment of time and process validation between us and our customers creates high switching costs for transferring product lines once a product begins production. Typically, once our customers have begun production of a certain product with us, they do not move their products to another supplier.

        We generate a recurring revenue base from a diverse range of products used in a number of cardiovascular, endoscopic and orthopedic applications. The majority of our net sales come from products we consider high value, single use products. These products are either regulated for single use, implanted into the body or considered too critical to be re-used. Our revenue base has grown through a combination of our customers' end market growth and their increased outsourcing of products to us. This growing revenue base is made up of a diversified product mix with limited technology or product obsolescence risk. We manufacture many products that have been used in medical devices for over 10 years, such biopsy instruments, joint implants, pacemakers and surgical instruments. Even as our customers' end market products experience new product innovation, we continue to supply the base products and services across end market product cycles.

Industry Background

        Medical Device End Markets.    As a leading provider of precision manufacturing and engineering services to the medical device industry, we benefit from the size of and growth in our customers' end markets. We are focused on the leading companies in the medical device industry in the cardiovascular, endoscopy and orthopedics end markets. We believe that these end markets are attractive based on their large size, growth, customer dynamics, competitive environment and need for the high-quality engineering and manufacturing services we offer. Based on industry sources, we believe the 2003 estimated end market size and growth rates for these target markets are as follows:

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Cardiovascular:    $16.4 billion; 12.7%

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•

Endoscopy:    $16.4 billion; 8.2%



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Orthopedics:    $15.2 billion; 12.8%

        We believe the demand for medical devices in our targeted markets is expected to continue to grow primarily as a result of:

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Aging Population.    The average age of the U.S. population is expected to increase significantly over the next decade. According to U.S. Census data, the total U.S. population is projected to grow approximately 10% from 2000 to 2010, while the number of individuals in the U.S. over the age of 65 is projected to grow 15% during the same period. As the average age of the population increases, the demand for medical products and services, including medical devices, is expected to increase.



•

Active Lifestyles.    As people are living longer, more active lives, utilization of medical devices such as orthopedic implants and arthroscopy devices is increasing. In addition, in order to maintain this active lifestyle, patients demand more functional, higher technology devices.



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Advances in Medical Device Technology.    The development of new medical device technology and minimally invasive procedures is driving growth in the medical device market. Examples include neurostimulation, drug-eluting stents and innovative pacemakers, which are experiencing rapid adoption in the medical community because of the significant patient benefits.

        The chart below provides a few examples of customer products in our targeted markets and the products and services that we provide for each of the customer end products.

Market			Customer Devices/Products		Our Products and Services
Cardiovascular
	Interventional Cardiology	•	Stents	•	Stent tubing, stents, mandrels
		•	Rotational artery clearing device	•	Ground guidewires, tubular drive components
		•	Guidewires, delivery systems	•	Marker bands, catheter shafts, tooling mandrels, corewires, guidewire assemblies
	Cardiac Rhythm Management	•	Pacemakers	•	Implantable electrodes,
		•	Implantable defibrillators		connector blocks, lugs
				•	Electrodes & leads
	Cardiac Surgery	•	Heart immobilization devices	•	Machined tubing
		•	Heart valves	•	Machined valve bodies and leaflets
	Interventional Neurology	•	Implantable coils	•	Wire coiling
		•	Catheters/delivery systems	•	Guidewires
	Peripheral Vascular	•	Stents	•	Stents, stent tubing, guidewires,
		•	Delivery systems		hypotubing

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Market			Customer Devices/Products		Our Products and Services
Endoscopy
	Laparoscopy/Gynecology	•	Harmonic scalpel blades	•	Blade assemblies
		•	Breast biopsy devices	•	Tubular components, MIM jaws
		•	Trocars		and anvils, stamped
		•	Infertility devices		components
				•	Tubular components and complete assemblies
				•	Tubular machined components
				•	Complete finished devices
	Arthroscopy	•	Shaver blades	•	Blade assemblies
		•	Arthroscopes	•	Arthroscope tubing
		•	Suture anchors	•	Machined anchors, drivers
	Urology	•	Stone retrieval baskets	•	Wire grinding
		•	Thermal tumor shrinkage	•	Catheter design and fabrication
		•	Bladder stapling devices	•	Finished goods
	Gastrointestinal	•	Biopsy forceps	•	Complete assembly, supply chain management
				•	MIM jaws
				•	Plastic catheters
				•	Plastic injection molded assemblies
	Ophthalmology	•	Ultrasonic tips	•	Micro tube drawing and machining
	Drug Delivery	•	Drug pumps	•	Case stamping
				•	Hypotube needle fabrication
	Wound Closure	•	Stapling devices	•	Stamped components
				•	Anvils
				•	Tubular components

Market			Customer Devices/Products		Our Products and Services
Orthopedics
	Joint Replacement	•	Prosthetic joints, hips, knees,	•	Machined trial joints
			elbow, knuckles	•	Forged hip joint components
		•	Implantation instruments	•	Machined drills, reamers, taps
	Spinal	•	Spinal fusion plates screws,	•	Machined plates and fixation
		•	Spinal instruments, drills, burrs		screws
		•	Spinal hooks, rods	•	Forged instruments
				•	Machined components
	Trauma	•	Long bone nails, screws	•	Orthopedic tubing
		•	Compression plating	•	Machined fixation screws

        Medical Device Companies in Our Key Target End Markets Are Outsourcing Manufacturing.    As medical devices have become more technically complex, the demand for precision manufacturing capabilities and related engineering services has increased significantly. Many of the leading medical device companies in our targeted markets are increasingly utilizing third-party manufacturing and engineering providers as part of their business and manufacturing strategies. Outsourcing allows medical device companies to take advantage of the manufacturing technologies, economies of scale and

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supply chain management expertise of third-party manufacturers. Outsourcing also enables medical device companies to concentrate on their core competencies in research, sales and marketing.

        Medical device companies carefully select their manufacturing and engineering outsourcing partners. Medical devices companies require stringent validation processes and manufacturing standards to ensure high quality production and reliable delivery. The validation and approval process for third-party manufacturing requires a significant amount of time and engineering resources. This may also include inspection by the FDA of the manufacturing facilities in connection with products undergoing premarket review. As a result, we believe that medical device companies increasingly seek to reduce the number of suppliers they use by consolidating their manufacturing with a limited number of strategic partners. We believe medical device companies are choosing their strategic outsourcing partners based on the partner's ability to:

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Provide comprehensive precision manufacturing and engineering capabilities



•

Assist in rapid time-to-market and time-to-volume manufacturing requirements



•

Deliver consistently high quality and highly reliable products at competitive prices



•

Manage a global supply chain

        The significant resources invested in selecting and validating a third-party manufacturing partner often result in long-term relationships.

        Growth in Outsourced Manufacturing Services.    We believe our addressable market is represented by the amount of engineering and manufacturing services outsourced by the leading medical device companies to third-party manufacturers. Our addressable market is growing through a combination of growth in our customers' end markets and an increase in the amount of manufacturing and engineering services outsourced to third-party providers.

        We believe our current addressable market will continue to increase due to both the growth in medical device end markets and an increase in outsourcing by medical device companies. Key factors driving growth in outsourcing include:

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Desire to Accelerate Time-to-Market.    The leading medical device companies are focused on research, sales and marketing in order to maximize the commercial potential from new products. For these new products, the medical device companies are attempting to reduce development time in order to bring products to market faster and compete more effectively. Outsourcing enables medical device companies to accelerate time-to-market and clinical adoption.



•

Increasing Complexity of Medical Device Products.    As medical device companies seek to provide additional functionality in their products, the complexity of the technologies and processes involved in producing medical devices has increased. Third-party manufacturers have invested in state-of-the-art facilities with comprehensive services and experienced personnel to deliver precision manufacturing services for these increasingly complex products. Medical device companies may also outsource because they do not posses the capabilities to manufacture their new products.



•

Rationalization of Medical Device Companies' Existing Manufacturing Facilities.    Medical device companies are continually looking to reduce costs and improve efficiencies within their organizations. As device companies rationalize their manufacturing base as a way to realize cost savings, they are increasingly turning to outsourcing. Through outsourcing, medical device companies can reduce capital investment requirements, and fixed overhead costs as well as benefit from the economies of scale of the third-party manufacturer.



•

Increasing Focus on Core Competencies.    We believe medical device companies are increasingly focusing resources on their core competencies of research, sales and marketing. Outsourcing

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enables medical device companies to focus greater resources on their core competencies while taking advantage of the manufacturing technologies, economies of scale and supply chain management expertise of third-party manufacturers.

Competitive Strengths

        Our competitive strengths make us a preferred strategic manufacturing partner for leading medical device companies and position us for profitable growth.

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Market Leader.    We believe we are the largest provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. We believe our size enables us to invest significant resources in our infrastructure including manufacturing facilities, engineering expertise, proprietary processes and sales force. We continue to invest in information technology and quality systems that enable us to meet or exceed the increasingly rigorous standards of our customers and differentiate us from our competitors.



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Strong Relationships With Targeted Customers.    We provide manufacturing and engineering services to the leading medical device companies worldwide: cardiovascular, endoscopy, and orthopedics. Our largest customers include Boston Scientific, Guidant, Johnson & Johnson, Medtronic, Smith & Nephew, St. Jude, Stryker, Tyco and Zimmer, many of which we have had relationships with for over 10 years. Within these large customers, we generate diversified revenue streams across separate divisions and multiple products. We are usually a preferred provider to our customers, which enables us to compete for a majority of our customers' outsourcing needs. As a result of our strong relationships, we are well-positioned to benefit as our customers seek to consolidate their supplier base.



•

Preferred Supplier.    We are the sole supplier of manufacturing and engineering services for a significant portion of the products we provide to our customers. We develop these close relationships with our customers due to the high level of interaction necessary to design, develop and produce the high value medical devices on which we focus. In situations where we are not the sole supplier, we are usually among a small number of preferred providers which enables us to compete for a majority of our customers' medical device outsourcing needs. As a result of our position as a preferred supplier and our track record of high quality manufacturing, we are well-positioned to benefit as our customers seek to consolidate their supplier base.



•

Breadth of Manufacturing and Engineering Capabilities.    We provide a comprehensive range of manufacturing and engineering services, including design, testing, prototyping, production and device assembly, as well as global supply chain management services. We have over 100 engineers available to help design, prototype and test feasibility and manufacturability. We have made significant investments in precision manufacturing equipment, information technology and quality systems. Our facilities have areas of expertise and proprietary processes which create economies of scale that can reduce production costs and often enable us to manufacture products at lower costs than our customers.



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Strategic Locations.    We believe that the location of our design, prototyping and engineering centers near our major customers, and the location of certain of our facilities in advantageous manufacturing centers provide us with a competitive advantage. Our strategic locations allow us to facilitate speed to market, rapid prototyping, low cost assembly and overall customer familiarity. For example, our design, prototyping and engineering centers in Boston, Massachusetts and Minneapolis, Minnesota and our manufacturing center in Galway, Ireland, are located near our major customers. In addition, our Juarez, Mexico facility provides our customers with a low-cost manufacturing and assembly solution.

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•

Reputation for Quality.    We believe we have a reputation as a high quality manufacturer. Due to the patient-critical and highly regulated nature of the products our customers provide, strong quality systems are an important factor in our customers' selection of a strategic manufacturing partner. As a result, our reputation and experience provide us with an advantage in winning new business as large medical device companies want to partner with a successful, proven manufacturer who has the systems and capabilities to ensure a high level of quality.



•

Experienced Management Team.    We have a highly experienced management team at both the corporate and operational levels. Our senior management team has an average of 20 years of experience. Members of our management team also have extensive experience in mergers, acquisitions and integrations.

Business Strategy

        Our objective is to grow profitably and strengthen our position as a leading provider of outsourced precision manufacturing and engineering services to the medical device industry through the following:

•

Increase Share Within Target Market Leaders.    We are focused on increasing our share of revenues from the leading companies within our target markets because they represent a substantial majority of our addressable market. We intend to strengthen our close relationships with the top companies in our target markets by continuing to deliver high quality products and services. We have dedicated Corporate Account Teams focused primarily on generating new revenue opportunities within these leading medical device companies.



•

Generate Cash Flow Benefits from the MedSource Acquisition.    We are focused on realizing the cost savings identified as part of the MedSource Acquisition. We estimate that the elimination of duplicative personnel and administrative functions will generate approximately $11.0 million of annual cost savings. We expect to complete the actions needed to achieve these savings within the first 90 days after the MedSource Acquisition. We also anticipate that the closure of redundant facilities over the next several years will result in additional cost savings of approximately $8.0 million to $10.0 million per year when fully implemented.



•

Increase Manufacturing Efficiencies.    We will continue to implement a "Zero Defects" quality program and "lean" manufacturing principles across all of our facilities. These programs will improve the cost structure of our manufacturing through the reduction of labor and overhead costs, tighter inventory controls and process improvement. Additionally, we will work with our customers to transfer as much finished product assembly and supply chain management to our Juarez, Mexico, facility as possible. This will allow the customer to access a world class assembly plant registered with the FDA in a low cost environment.



•

Expand Design and Prototyping Capabilities and Presence.    We intend to grow revenues from design and prototyping services by continuing to invest in selected strategic locations. We believe being involved in the initial design and prototyping of medical devices positions us to capture the ongoing manufacturing business of these devices as they move to full production.

Capabilities

        As medical device companies' outsourcing continues to grow, we believe that our customers' reliance upon the breadth of our capabilities increases. Our capabilities include Design and Engineering, Precision Component Manufacturing, Device Assembly and Supply Chain Management.

        Design and Engineering.    We offer design and engineering services that include product design engineering, design for manufacturability, analytical engineering and rapid prototyping. We focus on providing design solutions to meet our customers' functional and cost needs by incorporating reliable manufacturing and assembly methods. Through our engineering design services, we engage our

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customers early in the product development to reduce their manufacturing costs and accelerate the development cycle.

Capability	Description & Customer Application
Product Design Engineering	Computer Aided Design (CAD) tool used to model design concepts which supports the design portion of the project, freeing the customer's staff for additional research
Design for Manufacturability	Experience in manufacturing and process variation analysis ensures reliability and ongoing quality are met which eliminates customers' need for duplicate quality assurance measures, provides for continuous improvement and assures long term cost control objectives are met
Analytical Engineering	Finite Element Analysis (FEA) and Failure Mode and Effect Analysis (FMEA) tools verify function and reliability of a device prior to producing physical models which shortens the design cycle allowing products reach the market faster and more cost effectively
Physical Models	Computer Aided Manufacturing (CAM), Stereolithography and "Soft Tooling" concepts which permit rapid prototyping to provide customers with assurance that they have fulfilled the needs of their clinical customers and confirms a transition from design to production

        Precision Component Manufacturing.    We utilize a broad array of manufacturing processes to produce metal and plastic based medical device components. These include metal forming, machining and casting and polymer molding, machining and extrusion processes.

Capability	Description & Customer Application
Tube Drawing	Process to manufacture miniature finished tubes or tubular parts used in cardio catheters, endoscopy instruments & orthopedic implants
Wire Drawing	Specialized clad wires utilized in a variety of cardiovascular and neurological applications
Wire Grinding & Coiling	Secondary processing of custom wires to create varying thicknesses, or shapes (springs) used as "guide-wires" for angioplasty and as components in neurological applications
Micro-Laser Cutting	Laser to remove material in tubular components resulting in tight tolerances and the ability to create the "net like" shapes used in both cardiovascular and peripheral stents
CNC Multi-Axis & Swiss Machining	Machining processes using a predetermined computer controlled path to remove metal or plastic material thereby producing a three dimensional shape. Used in orthopedic implants to create highly specialized bone screws and miniature components used in cardiac rhythm management
Electrical Discharge Machining	Machining process using thermal energy from an electrical discharge to create very accurate, thin delicate shapes and to manufacture complete components used in arthroscopy, laparoscopy and other surgical procedures

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Plastic Injection Molding	Melted plastic flows into a mold which has been machined in the mirror image of the desired shape; process is used throughout the medical industry to create components of assemblies and commonly combined with metal components
Metal Injection Molding	Metal powders bound by a polymer are injected into a mold to produce a metal part of the desired shape; used in higher volume metal applications to reduce manufacturing costs in orthopedics, endoscopy, arthroscopy and other procedures
Plastic Extrusion	Process that forces liquid polymer material between a shaped die and mandrel to produce a continuous length of plastic tubing; used in cardiovascular catheter applications
Alloy Development	Product differentiation in the medical device industry is commonly driven by the use of alternative materials; we work with our customers to develop application-specific materials that offer marketable features and demonstrable benefits
Forging	Process using heat and impact to "hammer" metal shapes and forms. Secondary processing needed to bring to finished form. Most often to fabricate surgical instruments within the medical industry

        Device Assembly.    Device assembly is being driven by the medical device companies' focus on more products being released in shorter timeframes. To fulfill this growing need, we provide contract manufacturing services for complete/finished medical devices at both our U.S. and Mexico facilities. We provide the full range of assembly capability defined by our customers' needs, including packaging, labeling, kitting and sterilization.

Capability	Description & Customer Application
Mechanical Assembly	Uses a variety of sophisticated attachment methods such as laser, plasma, ultrasonic welding, or adhesives to join components into complete medical device assemblies
Electro-Mechanical Assembly	Uses a combination of electrical devices such as printed circuit boards, motors and graphical displays with mechanical sub-assemblies to produce a finished medical device
Marking/Labeling & Sterile Packaging	Use of laser or ink jet marking, or pad printing methods for product identification, branding, and regulatory compliance; applying packaging methods such as form-fill-seal or pouch-fill-seal to package individual medical products for sterilization and distribution

        Supply Chain Management.    Our supply chain management services encompass the complete order fulfillment process from raw material to finished devices for entire product lines. This category of capabilities is an umbrella for the capabilities listed above, not only including design and engineering,

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component manufacturing and device assembly but also raw materials sourcing, quality control/sterilization and warehousing and delivery, which are described below.

Capability	Description & Customer Application
Raw Materials Sourcing	Procurement and consulting on the choice of raw materials, allow design and materials suitability
Quality Control/Sterilization	The ability to design and validate quality control systems that meet or exceeds customer requirements. In addition we provide validated sterilization services
Warehousing and Delivery	The ability to provide customer storage and distribution services, including end user distribution

Sales and Marketing

        We market and sell our products directly to our customers through our sales team of approximately 35 individuals. Approximately 80% of the sales force is based in the U.S. and 20% is based in Europe.

        Our sales force targets the top medical device customers in each of the target markets that we serve. Each of these top accounts is assigned dedicated Corporate Account Teams based upon the target markets in which they participate. The primary mission of our sales force is to increase our market share with these top customers by expanding our relationships and securing new business. Our end market focus allows us to better serve our customers.

        The engineering expertise of our sales force allows us to provide technical assistance and advice to our customers in the field. This assistance and advice strengthens our close working relationships between our sales personnel and our customers.

Customers

        Our customers include the top worldwide medical device manufacturers that concentrate primarily in the cardiovascular, endoscopy and orthopedics markets. We have built strong relationships with our customers by delivering highly customized and engineered components, assemblies and finished goods for their markets. Pro forma for the twelve months ended December 31, 2003, over 90% of our net sales was derived from our medical device customers.

        Our strategy is to focus on the top 15 medical device companies, which we believe represent a substantial portion of the overall market opportunity. For the twelve months ended December 31, 2003, on a pro forma basis, these top 15 medical device companies accounted for approximately 60% of our net sales. In particular, Johnson & Johnson and Boston Scientific each accounted for more than 10% of our net sales for the twelve months ended December 31, 2003 on a pro forma basis. We provide a multitude of products and services to our customers across their various divisions.

        We also have established customer relationships with companies outside of the medical device market. Our industrial customers service the electronic, computer, industrial equipment and consumer markets. We provide them with high quality, complex components for use in high density discharge lamps, fiber optics, motion sensors and power generation.

International Operations

        We receive a portion of our net sales from international sales. There are additional risks associated with our international sales than with domestic sales, including those resulting from currency

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fluctuations, duties and taxation, foreign legal and regulatory requirements, changing labor conditions and longer payment cycles. For a description of our international sales, see Note 15 to our Consolidated Financial Statements included in this prospectus.

Information Technology

        We plan to install the Oracle 11i enterprise resource planning, or ERP, system across our facilities. MedSource has completed the implementation of the full ERP application at five facilities and has implemented the Oracle financial reporting and order management system at all of its facilities. We intend to expand the rollout of the ERP, financial reporting and order management system across our facilities. We believe our ERP platform and related information technology systems will enable us to better serve our customers by aiding us in predicting customer demand, taking advantage of economies of scale, providing greater flexibility to move product design between sites and improving the accuracy of capturing and estimating our manufacturing and engineering costs. In addition, we utilize computer aided design, or CAD, and computer aided manufacturing, or CAM, software at our facilities. We expect these systems to provide several key benefits to us, our customers and our suppliers.

Quality

        Due to the patient-critical and highly regulated nature of the products our customers provide, strong quality systems are an important factor in our customers' selection of a strategic manufacturing partner. In order for our customers to outsource manufacturing to us, our quality program must meet or exceed customer requirements.

        Our Quality Management System is based on the standards developed by the International Organization for Standardization (ISO). The standards are known as ISO 9001 or ISO 13485. These standards specify the requirements necessary for a quality management system to consistently provide product that meets or exceeds customer requirements. Also included are requirements for processes for continual improvement of the system. Our facilities are registered to ISO 9001 or ISO 13485. Compliance to ISO Standards is assessed by independent audits from accredited third-party auditors and through internal and customer audits of the quality system at each facility. The majority of our facilities are registered with the FDA and are subject to inspection at any time for compliance with the Quality System Regulation, or "QSR, and other FDA regulatory requirements.

        We are continuing to deploy our "Zero Defects" program throughout the company. In addition to compliance to the international standards mentioned above, the Zero Defects program drives quality improvement by utilizing Six Sigma principles. The principles of the Six Signa methodology (Define, Measure, Analyze, Improve and Control) allow the sources of variation in a process to be identified, systematically reduced and controlled to maintain the improvements. The Zero Defects program will become the single quality system for our company.

Supply Arrangements

        We have established relationships with many of our materials providers. However, most of the raw materials that are used in our products are subject to fluctuations in market price. In particular, the prices of stainless steel, titanium and platinum have historically fluctuated, and the prices that we pay for these materials, and, in some cases, their availability, are dependent upon general market conditions. In most cases we have pass-through pricing arrangements with our customers that purchase precious metal components.

        When manufacturing and assembling medical devices, we may subcontract manufacturing services that we cannot perform in-house. As we provide our customers with a fully integrated supply chain solution, we will continue to rely on third-party suppliers, subcontractors and outside sources for components or services that we cannot provide through our internal resources.

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        To date we have not experienced any material difficulty obtaining necessary raw materials or subcontractor services.

Intellectual Property

        The products that we manufacture are made to order based on the customers' specifications and may be designed using our design and engineering services. Our customers retain ownership of and the rights to their products' design while we generally retain the rights to any of our proprietary manufacturing processes.

        We continue to develop intellectual property in the areas of process engineering and materials development for the purpose of internal proprietary utilization. The intellectual property developed helps enhance our production capabilities and improve margins in our manufacturing processes while providing a competitive differentiator. Examples of technologies developed include micro profile grinding and polymer micro tube manufacturing.

        We also continue to develop intellectual property for the purpose of licensing this technology to our medical device customers. Use of these technologies by our medical device customers in their finished design, component or material solution results in additional royalty revenues. Examples of such technology include device patents for catheter based technology such as gastrointestinal catheters and variable stiffness catheters.

        In addition, we are a party to several license agreements with third parties pursuant to which we have obtained, on varying terms, non-exclusive rights to patents held by third parties in connection with precision metal injection manufacturing technology.

Competition

        Our existing or potential competitors include suppliers with different subsets of our manufacturing capabilities, suppliers that concentrate on niche markets, and suppliers that have, are developing, or may in the future develop, broad manufacturing capabilities and related services. We compete for new business at all phases of the product lifecycle, which includes development of new products, the redesign of existing products and transfer of mature product lines to outsourced manufacturers. Competition is generally based on reputation, quality, delivery, responsiveness, breadth of capabilities, including design and engineering support, price, customer relationships, and increasingly the ability to provide complete supply chain management rather than individual components.

        We believe that the medical device engineering and manufacturing services industry is highly fragmented with over 3,000 companies that have limited manufacturing capabilities and limited sales and marketing expertise. Many of these 3,000 companies have less than $5.0 million in annual revenues from medical device companies. We believe that very few companies offer the scope of manufacturing capabilities and services that we provide to medical device companies, however, we may compete in the future against companies that assemble broad manufacturing capabilities and related services. We compete with different companies depending on the type of product or service offered or the geographic area served. We are not aware of a single competitor that operates in all of our target markets or offers the same range of products and services that we offer.

        In addition, many of our customers also have the capability to manufacture similar products in house, if they so choose.

Government Regulation

        Our business is subject to governmental requirements, including those federal, state and local environmental laws and regulations governing the emission, discharge, use, storage and disposal of hazardous materials and the remediation of contamination associated with the release of these materials at or from our facilities or off-site disposal locations. Many of our manufacturing processes

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involve the use and subsequent regulated disposal of hazardous materials. We monitor our compliance with all federal and state environmental regulations, and have in the past paid civil penalties and taken corrective measures for violations of environmental laws. To date, such matters have not had a material adverse impact on our business or financial condition. We cannot assure you, however, that such matters will not have a material impact on us in the future.

        Environmental laws have been interpreted to impose strict, joint and several liability on owners and operators of contaminated facilities and parties that arrange for the off-site disposal or treatment of hazardous materials. Pursuant to such laws in 2001, the United States Environmental Protection Agency, or EPA, approved a Final Design Submission submitted by UTI Pennsylvania, a wholly owned subsidiary of the Company, to the EPA in respect of a July 1988 Administrative Consent Order issued by the EPA requiring UTI Pennsylvania to study and, if necessary, remediate the groundwater and soil beneath and around its plant in Collegeville, Pennsylvania. Since that time, UTI Pennsylvania has implemented and is operating successfully a contamination treatment system approved by the EPA. MedSource's subsidiaries also operate or formerly operated facilities located on properties where environmental contamination may have occurred or be present.

        At June 30, 2004, we recorded a long-term liability of $8.8 million related to the potential MedSource remediation and the Collegeville remediation. At December 31, 2003, we recorded a long-term liability of $4.0 million related to the Collegeville remediation. The increase in the liability relates to the MedSource acquisition. We have prepared estimates of our potential liability for these properties, if any, based on available information. Changes in EPA standards, improvement in cleanup technology and discovery of additional information, however, could affect the estimated costs associated with these matters in the future.

        We are a medical device and component engineering and manufacturing services provider. Some of the products that we manufacture may be considered by the FDA to be finished medical devices. The manufacturing processes used in the production of these finished medical devices are subject to FDA regulatory-inspection, and must comply with FDA regulations, including its Quality System Regulation, or QSR. The QSR requires manufacturers of finished medical devices to follow elaborate design, testing, control, documentation and other quality assurance procedures during the finished device manufacturing process. The QSR governs manufacturing activities broadly defined to include activities such as product design, manufacture, testing, packaging, labeling, distribution and installation. Some of our customers may also require by contractual agreement that we comply with the QSR when manufacturing their device components. Our FDA registered facilities are subject to FDA inspection at any time for compliance with the QSR and other FDA regulatory requirements. Failure to comply with these regulatory requirements may result in civil and criminal enforcement actions, including financial penalties, seizures, injunctions and other measures. In some cases, failure to comply with the QSR could prevent or delay our customers from gaining approval to market their products. Our products must also comply with state and foreign regulatory requirements.

        In addition, the FDA and state and foreign governmental agencies regulate many of our customers' products as medical devices. FDA approval/clearance is required for those products prior to commercialization in the U.S., and approval of regulatory authorities in other countries may also be required prior to commercialization in those jurisdictions. Moreover, in the event that we build or acquire additional facilities outside the U.S., we will be subject to the medical device manufacturing regulations of those countries. Some other countries may rely upon compliance with U.S. regulations or upon ISO certification as sufficient to satisfy certain of their own regulatory requirements for a product or the manufacturing process for a product.

        In order to comply with regulatory requirements, our customers may wish to audit our operations to evaluate our quality systems. Accordingly, we routinely permit audits by our customers.

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Facilities

        As a result of our completion of the MedSource Acquisition, we have 23 leased facilities and five owned facilities. Our principal executive office is located at 200 West 7^th Avenue, Collegeville, Pennsylvania. We believe that our current facilities are adequate for our operations. Certain information about our facilities is set forth below:

Location		Approximate Square Footage	Own/Lease
Arvada, Colorado		45,000	Lease
Brimfield, Massachusetts		30,000	Own
Brooklyn Park, Minnesota		74,000	Lease
Collegeville, Pennsylvania		180,000	Own
Corry, Pennsylvania		67,000	Lease
El Paso, Texas		40,000	Lease
Englewood, Colorado		36,000	Lease
Laconia, New Hampshire		41,000	Lease
Minneapolis, Minnesota		7,000	Lease
Navojoa, Mexico		38,000	Lease
Newton, Massachusetts		65,000	Lease
Norwell, Massachusetts		39,000	Lease
Orchard Park, New York		41,000	Lease
Pittsburgh, Pennsylvania		35,000	Own
Salem, Virginia		64,000	Lease
Santa Clara, California		10,000	Lease
South Plainfield, New Jersey		6,000	Lease
Tehachapi, California		31,000	Lease
Trenton, Georgia		16,000	Lease
Trenton, Georgia		32,500	Own
Upland, California		50,000	Lease
Watertown, Connecticut		44,000	Lease
Wheeling, Illinois		55,000	Own
Wheeling, Illinois		35,000	Lease
Aura, Germany		61,000	Lease
Galway, Ireland		11,000	Lease
Juarez, Mexico		101,000	Lease
Manchester, England		10,000	Lease
	Total	1,264,500

Employees

        As of June 30, 2004, we had 3,725 employees. We also employ a number of temporary employees to assist with various projects. Other than some employees at our facility in Aura, Germany, our employees are not represented by any union. We have never experienced a work stoppage or strike and believe that we have good relationships with our employees.

Legal Proceedings

        From time to time, we are involved in legal proceedings in the ordinary course of our business. We are not currently involved in any pending legal proceedings that we believe could have a material adverse effect on our financial position or results of operations.

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MANAGEMENT

Directors and Executive Officers

        Shown below are the names, ages and positions of our and UTI's executive officers and directors:

Name	Age	Position
Ron Sparks	49	President, Chief Executive Officer and Director
Stewart A. Fisher	43	Chief Financial Officer, Executive Vice President, Treasurer and Secretary
Gary D. Curtis	48	Executive Vice President, Sales and Marketing*
Jeffrey M. Farina	47	Vice President, Engineering*
Thomas F. Lemker	56	Vice President of Finance*, Assistant Secretary and Assistant Treasurer
Bruce L. Rogers(1)	41	Chairman of the Board*, Vice President, Assistant Secretary and Director
H. Stephen Cookston(1)	56	Director
Avinash A. Kenkare(2)	42	Director
William Landman(1)	51	Director
Larry G. Pickering(2)	61	Director
Eric M. Pollock(1)	41	Director
Daniel J. Pulver(2)	35	Director
T. Quinn Spitzer, Jr.(1)	54	Director

*

Denotes positions held only with UTI.

(1)

KRG/CMS L.P. appointee.

(2)

DLJ Merchant Banking Buyers appointee.

Ron Sparks has served as our and UTI's President, Chief Executive Officer and Director since September, 2003. Prior to joining us, Mr. Sparks most recently served from 1998 to 2003 as President of Smith & Nephew, Inc., Endoscopy Division, a subsidiary of Smith & Nephew plc, which is in the principal business of design, manufacture and sales of endoscopic medical devices to healthcare professionals. Prior to that appointment, he served from 1995 to 1998 as President of the Wound Management Division, which is in the principal business of design, manufacture and sales of advanced wound care products to healthcare professionals. In addition, he was a member of the Group Executive Committee of Smith & Nephew plc, having been appointed in 1999. Mr. Sparks is a graduate of the University of Massachusetts and INSEAD in Fountainebleau, France.

Stewart A. Fisher has served as our and UTI's Chief Financial Officer, Executive Vice President, Treasurer and Secretary since October, 2001. Prior to joining us, Mr. Fisher was Chief Financial Officer and Vice President of GenTek, Inc., a global manufacturer of telecommunications equipment and other industrial products from April 2000 to September 2001. Mr. Fisher was Chief Financial Officer and Vice President of The General Chemical Group, a predecessor company to GenTek, Inc., from April 1999 to March 2000. GenTek, Inc. filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code on October 11, 2002, more than one year after Mr. Fisher resigned from GenTek, Inc. to join us. Earlier in his career, Mr. Fisher was a Manager of Corporate Finance and Capital Markets in the Treasurer's Office of General Motors Corporation. Mr. Fisher holds a B.S.

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degree in accounting, summa cum laude, from Lehigh University and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania.

Gary D. Curtis has served as UTI's Executive Vice President, Sales and Marketing since April 2003. Prior to joining UTI, Mr. Curtis served at US Surgical/Tyco Healthcare, a medical device manufacturer, as Vice President of Sales Operations from January 1999 to January 2001 and then as Vice President of Distribution Sales from January 2001 to November 2002. Mr. Curtis has a B.S. in Marketing from Millikin University.

Jeffrey M. Farina has served as UTI's Vice President of Engineering since June 1, 2000. Mr. Farina joined UTI Pennsylvania in 1989, serving as a Project Manager and Engineering Manager in its Uniform Tubes division and then as its Vice President of Engineering. Mr. Farina has B.S. and M.S. degrees in mechanical engineering from Drexel University.

Thomas F. Lemker has served as UTI's Vice President of Finance and our and UTI's Assistant Secretary and Assistant Treasurer since May 2000. In 1997, Mr. Lemker joined Noble-Met, Ltd. which UTI acquired in January 2000, and served as its Chief Financial Officer and Treasurer. Prior to joining Noble-Met, from 1992 to 1997, Mr. Lemker served as Vice President, Chief Financial Officer and Treasurer of RBX Holdings, a manufacturer of rubber and plastic products. Mr. Lemker has a B.B.A. from the University of Notre Dame and an M.B.A. from Shippensberg University. He is also a certified public accountant.

Bruce L. Rogers has served as UTI's Chairman of the Board since October 2003, and as our and UTI's (including our and UTI's predecessors) Director, Vice President and Assistant Secretary since July 1999. Mr. Rogers is a Co-Founder and has been a Managing Director of KRG since its inception in 1996.

H. Stephen Cookston has served as a Director on our or our predecessor's board since September 1999. Since 1987, Mr. Cookston has served as Chief Executive Officer of Hemaedics, Inc., a private medical device and design company.

Avinash A. Kenkare has served as a Director on our and UTI's board since June 2004 and has served as a Principal of DLJ Merchant Banking since July 2001 and in various other capacities with DLJ Merchant Banking and Donaldson, Lufkin & Jenrette, Inc. since 1998.

William Landman has served as a Director on our and UTI's board since December 2002. Mr. Landman also serves as a Principal and Chief Investment Officer of CMS Companies, a Philadelphia-based private investment company, a position he has held since 1986. Mr. Landman serves on the board of Russ Berrie & Company, Inc.

Larry G. Pickering has served as a Director on our and UTI's board since June 2004 and has served as the Chairman of Global Health Care Partners at Credit Suisse First Boston's Alternative Capital Division since March 2004. Mr. Pickering served as the Corporate Vice President Business Development, Chairman for Johnson & Johnson Development Corp. from 2001 to March 2004 and served as President of Johnson & Johnson Development Corp from 1998 to 2000. Mr. Pickering serves on the board of Point Therapeutics.

Eric M. Pollock has served as Director on our or our predecessor's board since July 1999. In addition, Mr. Pollock served as our or our predecessor's Chairman of the Board from July 1999 to December 2001, as our predecessor's President and Chief Executive Officer from July 1999 through May 2000. Mr. Pollock has served as a Partner of Miner Street Partners LLC, a private equity investment firm, since 2001. From 1989 until he joined our company, Mr. Pollock served as Vice President of Star Guide Corp., a medical device component and assembly company which our predecessor acquired in July 1999. Mr. Pollock, jointly with KRG Capital, formulated the original investment strategy of our predecessor in the medical device industry.

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Daniel J. Pulver has served as a Director on our and UTI's board since June 2004 and has served as a Principal of DLJ Merchant Banking since Credit Suisse First Boston's merger with Donaldson Lufkin & Jenrette in November 2000, and as Vice President of DLJ Merchant Banking from 1998. Mr. Pulver serves on the board of BioPartners S.A., Nextpharma S.A. and CommVault Systems, Inc.

T. Quinn Spitzer, Jr. has served as a Director on our and UTI's board since January 2001. Since 1999, Mr. Spitzer has served as Partner of McHugh Consulting, a management consulting firm specializing in business strategy and complexity management. Mr. Spitzer serves on the board of MacDermid Incorporated.

Section 16(a) Beneficial Ownership Reporting Compliance

        None of our directors, executive officers or any beneficial owner of more than 10% of our equity securities is required to file reports pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to their relationship with us because we do not have any equity securities registered pursuant to Section 12 of the Exchange Act.

Composition of the Board of Directors

        Our directors are elected annually to serve during the ensuing year or until their respective successors are duly elected and qualified. Concurrent with the closing of the Transactions, UTI entered into an amended and restated shareholders' agreement with certain of its stockholders, including KRG/CMS L.P. and the DLJ Merchant Banking Buyers. Under the amended and restated shareholders' agreement, the board of directors is to be comprised of 11 directors whereby KRG/CMS L.P. has the right to nominate six directors to UTI's board of directors and the DLJ Merchant Banking Buyers has the right to nominate four directors to such board. The size of the board of directors is expected to be reduced to nine in order to eliminate the two vacancies currently existing on the board of directors, with the result that under the amended and restated shareholders' agreement KRG/CMS L.P. will have the right to nominate five directors to UTI's board of directors and the DLJ Merchant Banking Buyers will have the right to nominate three directors to such board. The eleventh or ninth director nominee, as applicable, for UTI's board of directors is UTI's chief executive officer. Our board of directors mirrors UTI's board of directors. The directors and executive officers table provided above shows information regarding the individuals serving as our directors pursuant to the amended and restated shareholders' agreement.

Board of Directors Committees

        We do not have separate committees of our board of directors. UTI has an audit committee and a compensation committee of its board of directors.

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EXECUTIVE COMPENSATION

        The following table sets forth information concerning all compensation awarded to, earned by or paid to the individuals who served as our chief executive officer during the fiscal year ended December 31, 2003, our other four most highly compensated executive officers who were serving as such at the end of our most recently completed fiscal year, and one former executive officer who would have been included in the table had such person been serving as one of our executive officers at the end of our most recently completed fiscal year. We refer to these individuals as our named executive officers. All compensation reported for our named executive officers is the compensation they received in their capacities as executive officers of UTI, our parent. Our named executive officers did not receive any additional compensation from us or our subsidiaries during the years shown.

Summary Compensation Table

		Annual Compensation			Long Term Compensation
					Awards
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Underlying Options (#)	All Other Compensation ($)
Ron Sparks(1) President and Chief Executive Officer	2003 2002 2001	96,023 — —	85,333 — —	— — —	540,000 — —	— — —
Stewart A. Fisher(2) Chief Financial Officer, Executive Vice President, Treasurer and Secretary	2003 2002 2001	307,530 301,500 75,000	284,150 40 200,020	— 105,177 —	337,500 — 135,000	6,000 4,545 —
Gary D. Curtis(3) Executive Vice President, Sales and Marketing	2003 2002 2001	139,280 — —	71,270 — —	127,973 — —	25,000 — —	— — —
Jeffrey M. Farina(4) Vice President, Engineering	2003 2002 2001	157,841 157,841 157,841	79,221 280 115,260	— — —	— — —	8,870 9,625 12,987
Thomas F. Lemker(5) Vice President, Assistant Secretary and Assistant Treasurer	2003 2002 2001	132,862 129,757 125,019	24,060 15,040 38,190	— — 92,143	— — —	3,986 3,893 12,712
Andrew D. Freed(6) Former President and Chief Executive Officer	2003 2002 2001	243,750 311,593 244,555	— 280 200,260	— — —	— 9,000 —	1,257,783 10,890 13,747
Barry Aiken(7) Former Executive Officer	2003 2002 2001	160,000 155,625 133,750	620 600 115,580	— — —	— — —	189,955 9,558 12,325

(1)

Mr. Sparks became our President and Chief Executive Officer on September 15, 2003.

(2)

Mr. Fisher became our Chief Financial Officer, Executive Vice President, Treasurer and Secretary on October 1, 2001. The amount reported as other annual compensation in 2002 includes $63,923 of relocation reimbursements and $41,254 of reimbursements for taxes incurred as a result of the relocation reimbursements paid by UTI. The amount reported as bonus in 2001 includes $150,000

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paid to Mr. Fisher to reimburse him for benefits forfeited from his previous employer. The amounts reported as all other compensation reflect employer contributions to a 401(k) plan.

(3)

Mr. Curtis became our Executive Vice President, Sales and Marketing on April 7, 2003. The amount reported as other annual compensation includes $92,888 of relocation reimbursements and $35,085 of reimbursements for taxes incurred as a result of the relocation reimbursements paid by UTI.

(4)

The amounts reported as all other compensation reflect employer contributions to a 401(k) plan of $4,735, $4,735 and $4,341 in 2003, 2002 and 2001, respectively, and employer contributions to a deferred profit sharing plan of $4,135, $4,890 and $8,647 in 2003, 2002 and 2001, respectively.

(5)

The amounts reported as other annual compensation include $58,522 of relocation reimbursements and $33,621 of reimbursements for taxes incurred as a result of the relocation reimbursements paid by UTI. The amounts reported as all other compensation reflect employer contributions to a 401(k) plan of $3,986, $3,893 and $4,194 in 2003, 2002 and 2001, respectively, and employer contributions to a deferred profit sharing plan of $8,518 in 2001.

(6)

The amounts reported as all other compensation reflect employer contributions to a 401(k) plan of $6,000, $6,000 and $5,100 in 2003, 2002 and 2001, respectively, employer contributions to a deferred profit sharing plan of $4,890 and $8,467 in 2002 and 2001, respectively, and, in 2003, $1,251,783 of severance payments to be paid in connection with Mr. Freed's separation agreement.

(7)

The amounts reported as all other compensation reflect employer contributions to a 401(k) plan of $4,800, $4,669 and $3,678 in 2003, 2002 and 2001, respectively, employer contributions to a deferred profit sharing plan of $4,199, $4,890 and $8,647 in 2003, 2002 and 2001, respectively, and, in 2003, $180,956 of severance payments to be paid in connection with Mr. Aiken's separation agreement.

Option Grants in Last Fiscal Year

        The following table sets forth information related to each grant of stock options under UTI's option plans to our named executive officers for the fiscal year ended December 31, 2003.

									Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term
	Individual Grants
	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees In Fiscal Year
Name				Exercise Price Per Share		Market Price on Grant Date		Expiration Date
									5%		10%
Ron Sparks	540,000	54	%	$	8.18	$	8.18	9/15/13	$	2,777,953	$	7,039,879
Stewart A. Fisher	337,500	33			8.18		8.18	7/22/13		1,736,221		4,399,924
Gary D. Curtis	25,000	2			8.18		8.18	4/7/13		128,609		325,920
Jeffrey M. Farina	—	—			—		—	—		—		—
Thomas F. Lemker	—	—			—		—	—		—		—
Andrew D. Freed	—	—			—		—	—		—		—
Barry Aiken	—	—			—		—	—		—		—

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Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

        The following table provides summary information for each of our named executive officers with respect to stock options of UTI held as of December 31, 2003. The value of unexercised in-the-money options shown below have been calculated on the basis of $8.18 per share, less the applicable exercise price per share, multiplied by the number of shares underlying these options.

	Number of Securities Underlying Unexercised Options as of December 31, 2003
			Value of Unexercised In-The-Money Options as of December 31, 2003
Name
	Unexercisable	Exercisable	Unexercisable		Exercisable
Ron Sparks	540,000	—	$	—	$	—
Stewart A. Fisher	418,500	54,000		—		—
Gary D. Curtis	25,000	—		—		—
Jeffrey M. Farina	16,920	87,818		—		372,130
Thomas F. Lemker	2,880	4,320		—		—
Andrew D. Freed	—	281,250		—		1,676,250
Barry Aiken	—	—		—		—

Pension Plan Table

        UTI maintains a Supplemental Executive Retirement Program (SERP) for certain of our senior executives, including some of our named executive officers. Benefits under our SERP are shown in the tables below. Participants fall into one of two categories, 25-year or 30-year accruals. Benefits are shown below for both scenarios.

PENSION PLAN TABLE—25-YEAR ACCRUAL

	Years of Service
Remuneration
	15		20		25		30		35
$150,000	$	45,000	$	60,000	$	75,000	$	75,000	$	75,000
175,000		52,500		70,000		87,500		87,500		87,500
200,000		60,000		80,000		100,000		100,000		100,000
225,000		67,500		90,000		112,500		112,500		112,500
250,000		75,000		100,000		125,000		125,000		125,000
300,000		90,000		120,000		150,000		150,000		150,000
400,000		120,000		160,000		200,000		200,000		200,000
450,000		135,000		180,000		225,000		225,000		225,000
500,000		150,000		200,000		250,000		250,000		250,000

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PENSION PLAN TABLE—30-YEAR ACCRUAL

	Years of Service
Remuneration
	15		20		25		30		35
$150,000	$	37,500	$	50,000	$	62,500	$	75,000	$	75,000
175,000		43,750		58,333		72,917		87,500		87,500
200,000		50,000		66,667		83,333		100,000		100,000
225,000		56,250		75,000		93,750		112,500		112,500
250,000		62,500		83,333		104,167		125,000		125,000
300,000		75,000		100,000		125,000		150,000		150,000
400,000		100,000		133,333		166,667		200,000		200,000
450,000		112,500		150,000		187,500		225,000		225,000
500,000		125,000		166,667		208,333		250,000		250,000

        Compensation covered by the SERP is calculated by determining the average of a participant's highest five consecutive years of compensation. Generally, compensation is determined on the basis of the total taxable compensation of a participant. The table below identifies the current compensation covered by the SERP for the year ended December 31, 2003 for our named executive officers and each named executive officer's years of service for benefit accrual purposes.

Executive	Average Covered Compensation		Years of Service	25-Year or 30-Year Accrual
Ron Sparks	$	97,046	1	25
Stewart A. Fisher		351,096	3	25
Gary D. Curtis		252,057	1	25
Jeffrey M. Farina		149,194	15	30
Thomas F. Lemker		144,185	4	30
Barry Aiken		213,660	31	30

Director Compensation

        We reimburse our directors for reasonable out-of-pocket expenses related to attending board of directors meetings. In addition, Messrs. Cookston and Spitzer, as independent members of our board of directors, receive annual compensation of $30,000.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

        With the exception of Jeffrey M. Farina, we do not have any employment agreements with our named executive officers. UTI, however, has entered into employment agreements with certain named executive officers, which provide for their employment as executive officers of us and our subsidiaries, as well as for UTI. UTI has also entered into separation agreements with former executive officers. The terms of these employment agreements and separation agreements are set forth below.

        On September 15, 2003, UTI entered into an employment agreement with Ron Sparks to serve as its and our President and Chief Executive Officer. The term of the agreement is three years. Under the agreement, Mr. Sparks is entitled to an annual salary of $325,000, subject to subsequent annual adjustment. In addition, UTI granted Mr. Sparks an option to purchase 540,000 shares of UTI's common stock, which option vests over a five-year term and has an exercise price of $8.18 per share. In the event of a change of control, or upon the closing of an initial public offering of UTI securities, all of such options shall become immediately exercisable. Upon the closing of an initial public offering of UTI securities, UTI shall grant Mr. Sparks an additional option to purchase an amount of UTI's common stock equal to one percent of the number of shares of UTI's common stock outstanding as of

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the closing of such initial public offering at an exercise price equal to the initial public offering price. Mr. Sparks is also eligible to receive a cash bonus each year based on the achievement of certain performance objectives. The employment agreement provides Mr. Sparks with reimbursement of reasonable and necessary relocation expenses and a one-time allowance of $30,000. Mr. Sparks also has the right to participate in UTI's car plan, pursuant to the terms of such plan. If Mr. Sparks is terminated without cause or decides to leave his employment for good reason, then, in consideration for the execution by Mr. Sparks of a release, UTI shall pay to Mr. Sparks a severance payment equal to eighteen times his monthly base salary then in effect and UTI shall continue to provide health insurance benefits and life insurance for Mr. Sparks for eighteen months from the date of termination of employment. Under those circumstances, he is also entitled to receive, pro-rated to the date of termination, any bonus he would have received for that year. If Mr. Sparks is terminated for cause or decides to leave his employment without good reason, his rights to base salary, benefits and bonuses immediately terminate. In May, 2004, UTI issued Mr. Sparks, in a one-time grant, 200,000 shares of Class B-2 Convertible Preferred Stock in consideration of Mr. Sparks' performance since his appointment as UTI's President and Chief Executive Officer.

        On March 21, 2003, UTI entered into an employment offer letter with Gary Curtis. Under the employment offer letter, Mr. Curtis was offered an annual salary of $185,000 and is eligible to receive a bonus each year based primarily on the financial performance of UTI. In addition, UTI granted Mr. Curtis an option to purchase 25,000 shares of UTI's common stock, which option vests over a five-year term and has an exercise price of $8.18 per share. The employment offer letter provides Mr. Curtis with reimbursement of reasonable relocation expenses, payment of temporary housing and a one-time allowance equal to one month's salary. Mr. Curtis also has the right to participate in UTI's car plan, pursuant to the terms of such plan. In the event Mr. Curtis is terminated without cause, then, in consideration for the execution by Mr. Curtis of a release, UTI shall pay to Mr. Curtis a severance payment equal to six times his monthly base salary then in effect and UTI shall continue to provide health insurance benefits for six months following his termination. On July 19, 2004, UTI entered into an employment letter with Mr.Curtis to confirm his integration team role. Under the employment letter, Mr. Curtis is eligible to receive an integration team bonus with an award potential of $25,000 for each six-month performance period. In addition, UTI granted Mr. Curtis an option to purchase 5,000 shares of UTI's common stock, which option vests over a five-year term and has an exercise price of $8.18 per share. Mr. Curtis is also subject to UTI's trade secrets and non-disclosure, non-solicitation, non-competition and invention assignment agreement under which he agrees not to compete with UTI for a period of one-year after termination of his employment with UTI.

        In September, 2001, UTI entered into an employment agreement with Stewart Fisher to serve as its and our Chief Financial Officer. The term of the agreement is five years. Under the agreement, Mr. Fisher is entitled to an annual salary of $300,000, subject to subsequent annual adjustment. In addition, UTI granted Mr. Fisher an option to purchase 135,000 shares of UTI's common stock, which option vests over a five-year term and has an exercise price of $9.78 per share. Mr. Fisher is also eligible to receive a cash bonus each year based on the achievement of certain performance objectives. The employment agreement provides Mr. Fisher with reimbursement of reasonable and necessary relocation expenses and a bonus of $150,000 to reimburse him for benefits forfeited from his previous employer. If Mr. Fisher is terminated without cause or decides to leave his employment for good reason, then, in consideration for the execution by Mr. Fisher of a release, UTI shall continue to pay Mr. Fisher his base salary then in effect and UTI shall continue to provide health, dental and vision insurance through the earlier of the date Mr. Fisher obtains other full-time employment or eighteen months from the date of termination of employment. Under those circumstances, he is also entitled to receive, pro-rated to the date of termination, any bonus he would have received for that year. If Mr. Fisher is terminated for cause or decides to leave his employment without good reason, his rights to base salary, benefits and bonuses shall immediately terminate. In the event of a change of control, all options granted to Mr. Fisher shall become immediately exercisable. Mr. Fisher is also subject to a

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noncompete agreement under which he agrees not to compete with UTI for a period ending on the later of October 1, 2006 or one-year after the termination of Mr. Fisher's employment with UTI.

        On May 31, 2000, we entered into an employment agreement with Jeffrey Farina. The term of the agreement is five years. Under the agreement Mr. Farina is entitled to an annual salary of $157,850, subject to subsequent annual adjustment. Under the agreement, Mr. Farina is eligible to receive cash bonuses each year based on the achievement of certain performance objectives. Mr. Farina is also entitled to participate in UTI's car plan, pursuant to the terms of such plan. If Mr. Farina dies, becomes disabled, is terminated without cause or decides to leave his employment for good reason, he is entitled to severance payments equal to his base salary then in effect and health insurance benefits for a period of six months from the date of his termination. Mr. Farina is also subject to a noncompete agreement under which he agrees not to compete with us for the longer of the period ending on May 31, 2005 or one-year after the termination of his employment. If Mr. Farina is terminated without cause or leave for good reason, the agreement not to compete will be for one year following the date of termination and we then have the option to extend that noncompete period for up to four successive six-month periods upon payment of a lump sum equal to his base salary in effect at the time of termination for the extension period.

        On July 19, 2004, UTI entered into an employment letter with Tom Lemker. Under the employment letter, Mr. Lemker shall receive an annual salary of $135,000 and is eligible to receive a bonus each year based primarily on the financial performance of UTI and an integration team bonus with an award potential of $17,500 for each six-month performance period. In addition, UTI granted Mr. Lemker an option to purchase 5,000 shares of UTI's common stock, which option vests over a five-year term and has an exercise price of $8.18 per share. Mr. Lemker is also subject to UTI's non-disclosure, non-solicitation, non-competition and invention assignment agreement under which he agrees not to compete with UTI for a period of one-year after termination of his employment with UTI.

        On March 30, 2004, UTI entered into a separation agreement and release with Barry Aiken, UTI's and our former Chief Operating Officer, in connection with his resignation on December 31, 2003. Pursuant to the terms of the separation agreement, UTI agreed to pay Mr. Aiken a severance payment equal to his then current base salary of approximately $13,333 per month, less applicable taxes and withholding, for a period of 12 months, payable in accordance with UTI's normal payroll policies, and continuation of his group health coverage for a period of 12 months of such earlier time as Mr. Aiken becomes eligible for medical benefits from a new employer. Aiken is also entitled to continue the automobile allowance in effect under the UTI car plan at the time of his resignation for the severance period. In addition, the parties entered into a mutual release and Mr. Aiken acknowledged and reaffirmed his post-employment obligations pursuant to his employment agreement and noncompete agreement.

        On September 14, 2003, UTI entered into a separation agreement and general release of claims with Andrew D. Freed, UTI's and our former President and Chief Executive Officer, in connection with his separation effective on September 30, 2003. Pursuant to the terms of the separation agreement, UTI agreed to pay Mr. Freed a severance payment equal to approximately $55,996 per month consisting of his then current base salary and payment of deferred compensation, less applicable taxes and withholding, for a period of 24 months, payable in accordance with UTI's normal payroll policies, and continuation of his group health coverage for a period of 24 months. Mr. Freed is also entitled to continue for the severance period the automobile allowance in effect under the UTI car plan at the time of his resignation. In addition, the parties entered into a mutual release and Mr. Freed acknowledged and reaffirmed his post-employment obligations pursuant to his employment agreement and noncompete agreement for the severance period.

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Employee Benefit Plans

        Generally, our employees, including certain of our directors and named executive officers, participate in various employee benefit plans provided by UTI, including a stock option and incentive plan which provides for grants of incentive stock options, nonqualified stock options, restricted stock and restricted stock units, pension plans which provide benefits at a fixed rate for each month of service, 401(k) plans, and profit sharing plans which are available to employees at several of UTI's locations. As described above under "Executive Compensation." UTI has a Supplemental Executive Retirement Plan (SERP), a non-qualified, un-funded deferred compensation plan that covers certain executives. In addition, UTI and certain of our subsidiaries maintain phantom stock plans, which provide grants of phantom stock to eligible employees of UTI and to certain of our subsidiaries as part of retention plans. Holders of phantom stock under these plans have no voting rights, no stockholder rights and no employment rights. They are, however, entitled to receive dividends on phantom stock in the event dividends are accrued and paid to holders of shares of certain series of UTI's Class A Preferred or ten years after issuance or upon the death of the holder. Six of our subsidiaries maintain defined contribution plans for the benefit of their eligible employees pursuant to which employees who participate in the plans may make elective deferrals of a portion of their salary and we may make discretionary profit sharing or employer matching contributions to the plans. Two of our subsidiaries maintain profit sharing plans for the benefit of their eligible employees pursuant to which we may make discretionary profit sharing contributions to the plans.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        We are a wholly owned subsidiary of UTI. KRG may be deemed to beneficially own 100% of our stock held directly by UTI because KRG, by virtue of its relationship with KRG/CMS L.P., has a contractual right to appoint a majority of our and UTI's board of directors.

        The following table shows information with respect to the beneficial ownership of UTI by its principal stockholders, its named executive officers and directors, and its named executive officers and directors as a group, with the percent of voting power based upon 30,228,776 shares of common stock deemed to be outstanding as of August 27, 2004, on an as converted basis.

        Unless otherwise indicated, the address of each of the stockholders listed below is c/o UTI Corporation, 200 W. 7^th Avenue, Collegeville, Pennsylvania 19426-2470.

	Common Stock(1)
Stockholder	Number of Shares(2)	Percent of Voting Power
KRG/CMS L.P.(3)	7,280,335	23.4	%
DLJ Merchant Banking Partners III, L.P. and related funds(4)	14,832,774	48.8
Bruce L. Rogers(5)	7,280,335	23.4
H. Stephen Cookston(6)	37,294	*
Avinash A. Kenkare(7)	—	—
William Landman	—	—
Larry G. Pickering(7)	—	—
Eric M. Pollock(8)	1,272,119	4.2
Daniel J. Pulver(7)	—	—
T. Quinn Spitzer, Jr.(9)	25,560	*
Ron Sparks(10)	108,000	*
Stewart A. Fisher(11)	148,500	*
Gary D. Curtis	—	—
Jeffrey M. Farina(12)	117,981	*
Thomas F. Lemker(13)	8,228	*
Andrew D. Freed(14)	281,250	*
Barry Aiken(15)	64,933	*
All Named Executive Officers and Directors as a group (15 persons)(16)	9,344,200	29.3

*

Less than 1%.

(1)

UTI has outstanding voting securities, all of which vote together as a single class on all matters submitted to stockholders for a vote (except or otherwise required by law) as follows: 429,578 common shares and 16,554,110 Class A Convertible Preferred shares, all of which Class A Convertible Preferred shares are currently convertible into common stock on a 1.8 to 1 basis. Each Class A Convertible Preferred share is entitled to 1.8 votes and each common share is entitled to 1 vote.

(2)

Numbers are shown on an as converted basis.

(3)

Includes 904,374 shares of common stock issuable within 60 days upon exercise of outstanding warrants. KRG may also be deemed to beneficially own the shares held by KRG/CMS L.P. because it has the right, on KRG/CMS L.P.'s behalf, to elect a majority of the members of UTI's board of directors under the UTI amended and restated shareholders' agreement, to which KRG/CMS L.P. is a party. Each of Bruce L. Rogers, Charles R. Gwirtsman, Charles A. Hamilton, Mark M. King and Christopher J. Lane, as Managing Directors of KRG, may be deemed to share

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beneficial ownership of the shares of MDMI held directly by UTI with each of UTI, KRG, KRG Capital Fund I, L.P., and KRG/CMS, L.P. KRG is the general partner of KRG Capital Fund I, L.P., which is the general partner of KRG/CMS, L.P. Each of the foregoing individuals disclaims beneficial ownership of the MDMI shares held directly by UTI except to the extent of their pecuniary interest therein. The address for each of the foregoing is 1515 Arapahoe Street, Tower One, Suite 1500, Denver, Colorado 80202.

(4)

Includes shares held by DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III, C.V., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan Investors, L.P., and shares and warrants exerciseable within 60 days held by DLJ Investment Partners, L.P., DLJ Investment Partners II, L.P. and DLJIP II Holdings, L.P., all of which form a part of Credit Suisse First Boston's Alternative Capital Division. The address for each of the foregoing is 11 Madison Avenue, New York, New York 10010, except that the address of all three "Offshore Partners" entities is John B. Gosiraweg 14, Willemstad, Curacao, Netherlands Antilles.

(5)

Consists of those shares held by KRG/CMS L.P. Mr. Rogers disclaims beneficial ownership in the shares held by the KRG entities except to the extent of his pecuniary interest in such shares.

(6)

Consists of 14,344 shares held by Cookston Cardiovascular, Inc. and 22,950 shares of common stock underlying outstanding stock options that are exercisable within 60 days. Mr. Cookston is the President and Chief Executive Officer and sole stockholder of Cookston Cardiovascular and as such may be deemed to have beneficial ownership of the shares of UTI held by Cookston Cardiovascular. Mr. Cookston disclaims beneficial ownership of the shares held by Cookston Cardiovascular except to the extent of his pecuniary interest therein.

(7)

Messrs. Kenkare, Pickering and Pulver are employees of Credit Suisse First Boston's Alternative Capital Division, of which the DLJ Merchant Banking funds and DLJ Investment Partners funds are a part. Messrs. Kenkare, Pickering and Pulver exclude shares shown as held by DLJ Merchant Banking Partners III, L.P. and related funds, as to which they disclaim beneficial ownership.

(8)

Consists of 7,709 shares and 33,120 shares of common stock underlying outstanding stock options that are exercisable within 60 days held directly by Mr. Pollock, 1,217,878 shares held by 7:22 Investors LLC, 2,313 shares held by Beth Pollock Levy, 2,313 shares held by The CRP Trust, 2,313 shares held by The ELP Trust and 6,473 shares held by The Ellen Pollock Gray Trust. Mr. Pollock is a member and manager of 7:22 Investors LLC and may be deemed to share voting and/or investment power of the shares held by 7:22 Investors LLC. Mr. Pollock disclaims beneficial ownership of the shares held by 7:22 Investors LLC except to the extent of his pecuniary interest in such shares. Mr. Pollock may be deemed to share voting and/or investment power over the shares held by Beth Pollock Levy, The CRP Trust, The ELP Trust and The Ellen Pollock Gray Trust. The address for Mr. Pollock is c/o Miner Street Partners LLC, 3033 East First Avenue, Suite 815, Denver, Colorado, 80206.

(9)

Consists of 25,560 shares of common stock underlying outstanding stock options that are exercisable within 60 days.

(10)

Consists of 108,000 shares of common stock underlying outstanding stock options that are exercisable within 60 days.

(11)

Consists of 148,500 shares of common stock underlying outstanding stock options that are exercisable within 60 days.

(12)

Includes 96,278 shares of common stock underlying outstanding stock options that are exercisable within 60 days.

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(13)

Includes 5,760 shares of common stock underlying outstanding stock options that are exercisable within 60 days and 1,181 shares of common stock issuable upon exercise of outstanding warrants that are exercisable within 60 days.

(14)

Consists of 281,500 shares of common stock underlying outstanding stock options that are exercisable within 60 days. Mr. Freed's address is 32 Bally Bunion Way, Bluffton, South Carolina 29910.

(15)

Includes 45,662 shares of common stock underlying outstanding stock options that are exercisable within 60 days. Mr. Aiken's address is 846 Hunsicker Road, Telford, Pennsylvania 18969.

(16)

Includes 1,672,885 shares of common stock underlying outstanding stock options and warrants that are exercisable within 60 days.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Securities Purchase Agreement

        On May 31, 2000, we and UTI entered into a securities purchase agreement with certain entities, including DLJ Investment Partners II, L.P., DLJ Investment Funding II, Inc., DLJ ESC II L.P., and DLJ Investment Partners, L.P., which we refer to, together with their permitted successors and transferees, collectively as the Initial DLJ Investors, all of which are affiliates of Credit Suisse First Boston and the DLJ Merchant Banking Buyers, which are affiliates of each other, pursuant to which UTI issued and sold shares of its Class AA Convertible Preferred Stock. At the same time as the UTI share issuance, we issued to the Initial DLJ Investors 13.5% senior subordinated notes in an aggregate principal amount of $20.0 million, which notes would have matured on June 1, 2007, and UTI issued to the Initial DLJ Investors senior notes in an aggregate principal amount of $20.0 million, which notes would have matured on June 1, 2008. UTI's senior notes accrued interest at a rate of 15.563% per annum prior to June 1, 2005, which interest had to be paid by the issuance of additional senior notes, and 16.101% per annum thereafter. The senior subordinated notes were subject to prepayment fees of 6.75% of their face amount and the senior notes were subject to prepayment fees of 7.50% of their face amount. As of June 30, 2004, our prepayment fee associated with the senior subordinated notes was approximately $1.5 million and UTI's prepayment fee associated with its senior notes was approximately $2.9 million. Each of we and UTI repaid the senior subordinated notes and the senior notes and the related prepayment fees with a portion of the proceeds from our New Senior Secured Credit Facility and the Equity Investment. Holders of the senior subordinated notes and senior notes had registration rights with respect to notes that terminated upon repayment.

Registration Rights Agreement

        On May 31, 2000, UTI entered into a registration rights agreement, as subsequently amended and restated, with certain of its stockholders, including certain limited partnerships managed by KRG (which subsequently contributed their shares of UTI capital stock to KRG/CMS L.P. in exchange for limited partnership interests in KRG/CMS L.P.), the Initial DLJ Investors, 7:22 Investors, LLC and Eric M. Pollock. Concurrently with the closing of the MedSource Acquisition and the Equity Investment, the registration rights agreement was further amended and restated and the DLJ Merchant Banking Buyers became party to the agreement. Under the further amended and restated agreement, after the earlier of May 31, 2008 or six months after an initial public offering:

•

UTI stockholders party thereto (excluding the DLJ Merchant Banking Buyers but including the Initial DLJ Investors) who, in the aggregate, own at least 20% of UTI's common stock (including shares of common stock underlying convertible securities therefor) subject to the agreement ("Registrable Shares") may demand, up to two times, registration of their Registrable Shares under the Securities Act;



•

the DLJ Merchant Banking Buyers may demand, up to four times, registration of its Registrable Shares under the Securities Act (up to two of which demands may take priority over the demands of the other stockholders holding Registrable Shares); and



•

the Initial DLJ Investors who, in the aggregate, own 50% of the total number of shares of UTI's Class AA Convertible Preferred Stock held by the Initial DLJ Investors may demand, no more than once, registration of their Registrable Shares under the Securities Act.

        The UTI stockholders with Registrable Shares also have piggy-back registration rights in the event of either a primary or secondary registration effected by UTI under the Securities Act, which rights are subject to certain exceptions, underwriter cutback provisions and priority cutback rights of stockholders exercising a demand registration. Substantially all of the fees and costs associated with the foregoing registrations will be borne by UTI.

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Noble-Met Acquisition

        On January 11, 2000, UTI acquired 100% of the capital stock of Noble-Met, Ltd. from the shareholders of Noble-Met, including Thomas F. Lemker who also served as an employee of Noble-Met. A portion of the purchase price was deferred and payable in the event Noble-Met achieved specified earnings objectives in the year 2000 as compared to the year 1999 and in the year 2001 as compared to the year 2000. If the deferred purchase price was earned, Noble-Met shareholders had the right to receive their entire pro rata portion in cash or up to 25% in phantom stock and the remainder in cash. In 2001, Mr. Lemker received 62 shares of UTI phantom stock and approximately $2,221 in cash in satisfaction of his 2000 earn-out payment.

Anti-Dilution Agreement

        On May 31, 2000, UTI entered into an anti-dilution agreement with the Initial DLJ Investors. The agreement provides for adjustments to the number of shares held by the Initial DLJ Investors to prevent dilution if UTI issues common stock or securities convertible into common stock at a price less than the then current market price of UTI's common stock.

License and Technical Assistance Agreement

        Effective June 1, 2000, UTI Pennsylvania entered into a License and Technical Assistance Agreement with Medical Device Investment Holdings Corporation, an entity owned by Andrew D. Freed, our former chief executive officer, among others. Pursuant to this agreement, UTI granted Medical Device Investment Holdings a royalty-free license to use patented technology and know-how related to a composite of three metals in the shape of a tube. The license agreement allowed Medical Device Investment Holdings to use the technology and know-how to research, develop, distribute and sell products based upon the technology. Under the agreement, Medical Device Investment Holdings agreed to purchase its requirements from UTI and to use UTI for its manufacturing needs to produce the licensed products, subject to various limitations. UTI also agreed to provide Medical Device Investment Holdings technical assistance and support, including mechanical and metallurgical testing and evaluation, and to provide technical information to allow Medical Device Investment Holdings to research, develop, distribute and sell the licensed products. For the fiscal years ended December 31, 2001, 2002 and 2003, UTI received payments from Medical Device Investment Holdings of approximately $31,000, $25,000 and $17,000, respectively. Effective January, 2004, Medical Device Investment Holdings assigned the license agreement to a third party. In consideration for UTI's consent to the license assignment, UTI shall be entitled to a percentage of any payments received by Medical Device Investment Holdings from the assignee upon the completion of certain future milestones.

Shareholders' Agreement

        UTI is a party to an amended and restated shareholders' agreement with certain of its stockholders which provides for, among other things, a voting agreement with respect to UTI's directors. Under the amended and restated shareholders' agreement, the board of directors is to be comprised of 11 directors whereby KRG/CMS L.P. has the right to nominate six directors to UTI's board of directors and the DLJ Merchant Banking Buyers has the right to nominate four directors to such board. The size of the board of directors is expected to be reduced to nine in order to eliminate the two vacancies currently existing on the board of directors, with the result that under the amended and restated shareholders' agreement KRG/CMS L.P. will have the right to nominate five directors to UTI's board of directors and the DLJ Merchant Banking Buyers will have the right to nominate three directors to such board. The eleventh or ninth director nominee, as applicable, for UTI's board of directors is UTI's chief executive officer. Our board of directors mirrors the UTI board. The agreement also provides that UTI will offer to sell a portion of any new securities to be issued by UTI, subject to

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various exceptions, to the stockholders party to the agreement in an amount determined in accordance with their existing holdings. The amended and restated shareholders' agreement restricts the parties' rights to transfer their securities and grants first refusal rights to UTI and the other parties on any permitted transfers.

KRG Agreement

        On July 6, 1999, UTI entered into a management agreement with KRG that subsequently has been amended on May 31, 2000 and again on June 30, 2004 in connection with the Transactions. Under the agreement, KRG assists UTI and its subsidiaries, including us, with financial and management consulting and transaction advisory services, and UTI pays KRG an annual management fee of $500,000 plus reimbursement of reasonable out-of-pocket expenses. In addition to the annual fee, UTI pays KRG, as compensation for services rendered to UTI or us with respect to the consummation of any acquisition of a medical supply manufacturing business or any other acquisition in furtherance of UTI's business strategy, a transaction closing fee equal to the greater of (i) $75,000, or (ii) 1.0% of the transaction value. For purposes of the management agreement, the "transaction value" means the aggregate of all cash and non-cash consideration paid to the sellers of the Company or business being acquired by UTI or us and the value of all interest-bearing debt assumed by UTI or us. Any non-cash consideration would be valued at fair market value and the value of any equity securities issued would be fair market value on the date of issuance, assuming such equity securities are fully vested on such date. The transaction closing fee may be adjusted upward if UTI's board determines that a particular acquisition presented unusual complexities. In addition to the foregoing fees, in the event of a sale of UTI or us, KRG shall be entitled to a fee equal to (i) 1.0% of the transaction value of the sale if we or UTI do not retain an investment banking firm or (ii) 0.5% of the transaction value if we or UTI retains an investment banking firm, provided such fee shall not exceed $750,000 unless approved in advance by the board. In the event of a sale or an initial public offering of UTI or us, the management agreement would automatically renew for an additional five-year term unless the board gives KRG written notice of its intent not to renew, in which case KRG will be paid a cash termination fee in an amount equal to the current annual management fee for a period of two and one-half years or the remaining term of the management agreement. For the fiscal years ended December 31, 2001, 2002 and 2003, KRG earned fees of approximately $622,276, $523,708, and $707,947, respectively, under the management agreement. Upon the consummation of the Transactions, KRG received a fee of approximately $2.3 million. The June 30, 2004 amendment extended the term of KRG's management agreement for an additional five years so that it will expire simultaneously with the DLJ Merchant Banker Buyers agreements described below.

DLJ Agreements

        In connection with the Equity Investment, UTI and the DLJ Merchant Banking Buyers entered into a subscription agreement on June 30, 2004, pursuant to which the DLJ Merchant Banking Buyers invested approximately $89.8 million in cash in UTI in exchange for an aggregate of approximately 7.6 million shares of UTI's Class A-8 5% Convertible Preferred Stock and warrants to purchase an aggregate of up to 214,621 additional shares of UTI's Class A-8 5% Convertible Preferred Stock in order to maintain the DLJ Merchant Banking Buyers' respective current ownership percentages in UTI following dilutive issuances of shares of stock to former shareholders of Venusa in connection with the earn-out based on Venusa's 2004 earnings, subject to certain conditions. The warrants do not become exercisable unless UTI issues shares of stock to former shareholders of Venusa in connection with the earn-out. For additional information regarding the Equity Investment, please see "The Transactions" above. Under the subscription agreement, UTI and the DLJ Merchant Banking Buyers, severally and not jointly, made representations and warranties and agreed to indemnify each other for certain losses resulting from a breach of such representations and warranties. The indemnifying party shall be required to indemnify and hold harmless the indemnified party in the event the amount of the

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indemnified party's losses and expenses in connection with a single claim exceed $100,000. For breaches of certain representations and warranties, the indemnifying party shall not be required to indemnify the other party unless and until the aggregate amount of losses and expenses exceed $3,000,000, at which time such indemnifying party shall be required to pay the entire amount of such losses and expenses. With respect to certain representations and warranties, neither UTI nor the DLJ Merchant Banking Buyers shall be required to indemnify any person for an aggregate amount of losses exceeding 25% of the consideration paid by the DLJ Merchant Banking Buyers pursuant to the Equity Investment. The representations and warranties expire with respect to certain provisions on March 31, 2006, June 30, 2007 and ninety days following the expiration of the applicable statute of limitations. This summary of the subscription agreement is qualified in its entirety by reference to the full text of the subscription agreement, which is attached as Exhibit 2.2 to the Registration Statement, of which this prospectus forms a part.

        At the closing of the Equity Investment, DLJ Merchant Banking III, Inc. and UTI entered into an agreement providing for an annual monitoring fee of $400,000 plus reimbursement of reasonable out-of-pocket expenses, payable in cash to DLJ Merchant Banking III, Inc. (or its designee), and a cash transaction fee on future acquisitions equal in amount to that received by KRG under the amended management agreement described above. In the event of a sale of UTI or us, DLJ Merchant Banking III, Inc. shall be entitled to a fee equal to (i) 1.0% of the transaction value of the sale if we or UTI do not retain an investment banking firm or (ii) 0.5% of the transaction value if we or UTI retains an investment banking firm, provided such fee shall not exceed $750,000 unless approved in advance by the board. In the event of a sale or an initial public offering of UTI or us, the management agreement would automatically renew for an additional five-year term unless the board gives DLJ Merchant Banking III, Inc. written notice of its intent not to renew, in which case DLJ Merchant Banking III, Inc. will be paid a cash termination fee in an amount equal to the current annual management fee for a period of two and one-half years or the remaining term of the management agreement. The agreement also has a term, automatic renewal, termination and other provisions substantially similar to those contained in the amended KRG management agreement. In connection with the consummation of the Transactions, DLJ Merchant Banking III, Inc. received a fee of approximately $1,797,000.

UTI Recapitalization

        In connection with the consummation of the Transactions, UTI repurchased all of its 1,136,364 shares of Class C Redeemable Preferred Stock for aggregate cash consideration of approximately $18.8 million from the holders of such Class C Redeemable Preferred Stock, including KRG/CMS L.P., the Initial DLJ Investors, 7:22 Investors LLC, the AIG entities and Thomas Lemker. Of the total cash consideration paid to the holders of the Class C Redeemable Preferred Stock, KRG/CMS L.P. received an aggregate of approximately $8.3 million, the Initial DLJ Investors received an aggregate of approximately $1.3 million, the AIG entities received an aggregate of approximately $1.7 million, and Thomas Lemker received $10,824. Our director, Bruce Rogers, is a Managing Director of KRG, which is the general partner of the general partner of KRG/CMS L.P.

        UTI paid in cash accrued dividends of approximately $22.0 million to the holders of its Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock. Of these dividends, KRG/CMS L.P. received an aggregate dividend of approximately $10.2 million, the Initial DLJ Investors received an aggregate of approximately $0.3 million, the AIG entities received an aggregate of approximately $2.3 million, 7:22 Investors LLC received approximately $1.7 million, Thomas Lemker received approximately $2,962, Jeffrey Farina received approximately $31,011, and The Ellen Pollock Gray Trust received approximately $10,144.

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Star Guide Lease

        In conjunction with our acquisition of Star Guide on July 6, 1999 we entered into a lease agreement with 5000 Independence Street LLC for the approximately 45,000 square foot facility in which Star Guide is located. 5000 Independence Street LLC, the owner of the facility, is a limited liability company whose members include Eric M. Pollock. Mr. Pollock was among the sellers in our acquisition of Star Guide, and Mr. Pollock is a member of our board of directors. The lease term is eight years and is subject to one four-year renewal period at our option. For the fiscal years ended December 31, 2001, 2002 and 2003, we paid annual rent to 5000 Independence Street LLC of approximately $315,000, $360,000 and $399,026, respectively, under the lease. In connection with the acquisition of Star Guide, Mr. Pollock agreed not to compete with us for a period of five years ending on July 6, 2004.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

        We and UTI entered into employment contracts, termination agreements and change of control agreements with certain of our named executive officers. For details of these agreements, please see "Executive Compensation—Employment Contracts and Termination of Employment and Change-In-Control Arrangements" above, the descriptions of which are incorporated by reference herein.

Other

        An affiliate of Credit Suisse First Boston acted as the sole lead arranger, sole book runner, collateral agent and administrative agent under our New Senior Secured Credit Facility, for which it received certain customary fees and expenses. See "Plan of Distribution" for additional information.

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DESCRIPTION OF NEW SENIOR SECURED CREDIT FACILITY

        In connection with the consummation of the Transactions, we entered into a New Senior Secured Credit Facility with a syndicate of financial institutions, including Credit Suisse First Boston, acting through its Cayman Islands Branch, as sole lead arranger, sole book runner, collateral agent and administrative agent, and Wachovia Bank, National Association, as syndication agent. Set forth below is a summary of the terms of our New Senior Secured Credit Facility.

        Our New Senior Secured Credit Facility provides for aggregate borrowings by us of up to $234.0 million and consists of a six-year $194.0 million Term Facility and a five-year $40.0 million Revolving Credit Facility. Up to $15.0 million of the Revolving Credit Facility is available as a letter of credit sub-facility and up to $5.0 million as a swingline sub-facility.

        Upon the consummation of the Transactions, we borrowed $194.0 million under the Term Loan under our New Senior Secured Credit Facility. The borrowings under our New Senior Secured Credit Facility were used to provide a portion of the proceeds required to consummate the Transactions. Our Revolving Credit Facility remained undrawn at the consummation of the MedSource Acquisition and will be used for our working capital and general corporate requirements. Upon the consummation of the Transactions, we had $3.3 million of letters of credit that reduced availability under the Revolving Credit Facility by a like amount.

Guarantees; Collateral

        Our New Senior Secured Credit Facility is fully and unconditionally guaranteed on a joint and several basis by UTI and by our existing and future, direct and indirect domestic subsidiaries. Our New Senior Secured Credit Facility and guarantees are secured by first priority security interests in, and mortgages on, substantially all of our and our direct and indirect domestic subsidiaries' and UTI's tangible and intangible assets, including first priority pledges of all the equity interests owned by UTI in us and owned by us and the guarantors in our existing and future direct and indirect domestic subsidiaries and up to 65% of the equity interests owned by us in our and the guarantors' existing and future first tier foreign subsidiaries.

Interest

        Term loan borrowings under our New Senior Secured Credit Facility generally bear interest, at our option, at either the base rate (generally the applicable prime lending rate of Credit Suisse First Boston, as announced from time to time) plus 2.00% or LIBOR plus 3.00%. Revolving Loan borrowings under our New Senior Secured Credit Facility bear interest, at our option, at either the base rate plus a margin or at LIBOR plus a margin. In either case, the margin will vary depending on our leverage ratio, which is the amount of our total consolidated debt (calculated in accordance with the New Senior Secured Credit Facility) as of the end of each fiscal quarter divided by our consolidated adjusted EBITDA (as calculated in accordance with the New Senior Secured Credit Facility) for the four fiscal quarters then ended. The margins vary from 3.50% per annum for LIBOR revolving loans and 2.50% per annum for base rate revolving loans if our leverage ratio is greater than 6.00-to-1, down to 2.50% per annum for LIBOR revolving loans and 1.50% per annum for base rate revolving loans if our leverage ratio is less than 3.50-to-1. We may have several revolving loans outstanding at any time bearing interest at a combination of the base rate and LIBOR rates having interest rate periods from one to 12 months.

Optional and Mandatory Prepayments

        We are permitted to voluntarily prepay principal amounts outstanding or reduce commitments under our New Senior Secured Credit Facility at any time, in whole or in part, without premium or penalty, upon providing proper notice and subject to minimum amount requirements. In addition,

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subject to certain exceptions, we are required to prepay outstanding amounts under our New Senior Secured Credit Facility with a portion of our excess cash flow, the net proceeds of certain asset dispositions, casualty insurance and condemnation recovery events and upon the issuance of certain equity securities or debt.

Certain Covenants

        Our New Senior Secured Credit Facility contains customary and appropriate affirmative and negative covenants for financings of its type (and subject to negotiated exceptions). The financial covenants include:

•

a limitation on capital expenditures;



•

a maximum leverage ratio test; and



•

a minimum interest coverage and fixed charge coverage ratio test.

        Other covenants, among other things, limit our ability to:

•

incur liens or other encumbrances;



•

make investments;



•

make acquisitions;



•

incur additional debt;



•

enter into sale leaseback transactions;



•

incur certain contingent liabilities;



•

make certain restricted junior payments and other similar distributions;



•

enter into mergers, consolidations and similar combinations;



•

sell assets or engage in similar transfers;



•

amend certain material agreements, including the indenture governing the notes; and



•

engage in transactions with affiliates.

Events of Default

        Our New Senior Secured Credit Facility contains customary events of default including, but not limited to:

•

failure to make payments when due;



•

defaults under other material agreements or instruments of indebtedness;



•

noncompliance with covenants;



•

breaches of representations and warranties;



•

bankruptcy events;



•

judgments in excess of specified amounts;



•

failure of any guaranty or security agreement supporting our New Senior Secured Credit Facility to be in full force and effect; and



•

a change of control (as such term will be defined in our New Senior Secured Credit Facility).

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DESCRIPTION OF NOTES

        On June 30, 2004, Medical Device Manufacturing, Inc. (the "Company") issued the old notes. The old notes were issued pursuant to an indenture (the "Indenture"), dated as of June 30, 2004, by and among the Company, as issuer, the guarantors party thereto (the "Guarantors"), and U.S. Bank National Association, as trustee (the "Trustee"). The Indenture will also govern the terms and conditions of the exchange notes.

        Pursuant to the Agreement and Plan of Merger, dated as of April 27, 2004, by and among the Company, Pine Merger Corporation ("MergerSub"), and MedSource Technologies, Inc. ("MedSource") (the "Merger Agreement"), MergerSub merged with and into MedSource, with MedSource surviving the merger as the surviving corporation and a wholly-owned subsidiary of the Company (the "MedSource Acquisition"). See "The Transactions."

        The following summaries of certain provisions of the Indenture and the registration rights agreement, dated as of June 30, 2004, by and among the Company, the Guarantors and the initial purchasers (the "Registration Rights Agreement"), are summaries only, do not purport to be complete, and are qualified in their entirety by reference to all of the provisions of the Indenture and the Registration Rights Agreement.

        You can find the definitions of certain capitalized terms in this "Description of Notes" under the subheading "—Certain Definitions." For purposes of this section, the words "Company" or "we," "our," or "us" refer only to Medical Device Manufacturing, Inc. and its successors in accordance with the terms of the Indenture and, except pursuant to the terms of the Guarantees, not our subsidiaries.

        The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). The notes are subject to all such terms, and holders of notes are referred to the Indenture and the TIA for a statement thereof. A copy of the form of Indenture is available from the Trustee upon request.

        The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the notes.

Brief Description of the Notes and the Guarantees

The Notes

        The notes:

•

are our unsecured, senior subordinated obligations;



•

rank junior in right of payment to all of our existing and future Senior Indebtedness;



•

rank equal in right of payment ("pari passu") with all of our existing and future senior subordinated Indebtedness;



•

rank senior in right of payment to all of our existing and future Subordinated Indebtedness; and



•

are jointly and severally, and fully and unconditionally, guaranteed by the Guarantors on a senior subordinated basis.

        The notes will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof.

        The term "Subsidiaries" as used in this "Description of Notes" does not include Unrestricted Subsidiaries. As of the date of the Indenture, none of our Subsidiaries will be Unrestricted Subsidiaries. However, under certain circumstances, we will be able to designate current or future Subsidiaries as

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Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the Indenture.

The Guarantees

        The notes are jointly and severally, irrevocably and unconditionally guaranteed (the "Guarantees") on an unsecured, senior subordinated basis by each of our present and future Subsidiaries, other than Foreign Subsidiaries (the "Guarantors"). The obligations of each Guarantor under its Guarantee, however, are limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law. See "Certain Bankruptcy Limitations; Foreign Subsidiaries" below and "Risk Factors—Risks Related to the Exchange Notes and Our Structure—Fraudulent transfer statutes may limit your rights as a holder of the notes" above. The Guarantees are subordinated to the Senior Indebtedness of the Guarantors to the same extent as the notes are subordinated to the Senior Indebtedness of the Company. See "Description of New Senior Secured Credit Facility—Certain Covenants—Guarantors" and "Description of New Senior Secured Credit Facility—Certain Covenants—Subordination."

Principal, Maturity and Interest; Additional Notes

        On the Issue Date, we initially issued notes with a maximum aggregate principal amount of $175.0 million. The Indenture provides, in addition to the $175.0 million aggregate principal amount of notes being issued on the Issue Date, for the issuance of an unlimited amount of additional notes having identical terms and conditions to the old notes (the "Additional Notes"), subject to compliance with the terms of the Indenture, including the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Any such Additional Notes would be treated as part of the same series of securities as the notes for all purposes under the Indenture, except as stated otherwise in this "Description of Notes." The holders of the Additional Notes, if any, would vote together with the holders of the notes issued on the Issue Date as one series on all matters with respect to the notes, including, without limitation, amendments, redemptions and offers to purchase. All references to notes in this "Description of Notes" includes the Additional Notes, except as stated otherwise.

        The notes will mature on July 15, 2012. The notes bear interest at the rate per annum stated on the cover page of this prospectus from the date of issuance or from the most recent date to which interest has been paid or provided for (the "Interest Payment Date"), payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2005, to the Persons in whose names such notes are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Date. Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months.

Methods of Receiving Payments on the Notes

        Principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes are payable, and the notes may be presented for registration of transfer or exchange, at our office or agency maintained for such purpose, which office or agency shall be maintained in the Borough of Manhattan, The City of New York. Except as set forth below, at our option, payment of interest may be made by check mailed to the holders of the notes at the addresses set forth upon the registry books. See "Book-Entry, Delivery and Form." No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Until otherwise designated by us, our office or agency is the corporate trust office of the Trustee presently located at the office of the Trustee in the Borough of Manhattan, The City of New York.

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Subordination

        The notes and the Guarantees are our and the Guarantors' general, unsecured obligations, respectively, contractually subordinated in right of payment to all of our Senior Indebtedness and the Senior Indebtedness of the Guarantors, as applicable, including our obligations and the Guarantors' obligations under the Credit Facilities. This effectively means that holders of Senior Indebtedness must be paid in full in cash before any amounts are paid to the holders of the notes in the event we become bankrupt or are liquidated and that holders of Senior Indebtedness can block payments to the holders of the notes in the event of a default by us on such Senior Indebtedness all as more fully described below.

        As of June 30, 2004, we had outstanding an aggregate of approximately $194.0 million of Senior Indebtedness (all of which Indebtedness is secured).

        The rights of holders are subordinated by operation of law to all existing and future Indebtedness and preferred stock of our subsidiaries that are not Guarantors. As of June 30, 2004, our subsidiaries that are not Guarantors had no material Indebtedness and no preferred stock outstanding.

        Neither the Company nor any Guarantor may make payment (by set-off or otherwise) to the holders of the notes on account of any Obligation in respect of the notes or on account of the redemption provisions of the notes (including any repurchases of notes), for cash or property (other than Junior Securities):

        (1)   upon the maturity of any Senior Indebtedness in respect of which it is an obligor or guarantor, whether by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest and other amounts on such Senior Indebtedness are first paid in full in cash and, in the case of Senior Indebtedness under the Credit Facilities, all letters of credit issued under the Credit Facilities shall either have been terminated or cash collateralized in accordance with the terms thereof; or

        (2)   in the event of default in the payment of any principal of, premium, if any, or interest or other amounts on Senior Indebtedness in respect of which it is an obligor or guarantor, when such Senior Indebtedness becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Indebtedness has been paid in full in cash.

        Upon (1) the happening of an event of default other than a Payment Default that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (2) written notice of such event of default delivered to us and the Trustee by the holders or representatives of the holders of any Designated Senior Indebtedness (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor, in each case, which is an obligor or guarantor under such Designated Senior Indebtedness, to the holders of the notes on account of any Obligation in respect of the notes or on account of the redemption provisions of the notes (including any repurchases of notes), in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, we shall and the Guarantors shall be required to pay all sums not previously paid to the holders of the notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the notes.

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        Any number of Payment Blockage Notices may be given; provided, however, that:

        (1)   not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days; and

        (2)   no non-Payment Default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period shall be made the basis for the commencement of any other Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 days (for purposes of this provision, any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).

        Upon any distribution of our or any Guarantor's assets upon any dissolution, winding up, total or partial liquidation or reorganization of us or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or liabilities:

        (1)   the holders of all of our or such Guarantor's Senior Indebtedness, as applicable, will first be entitled to receive payment in full in cash and all letters of credit issued under the Credit Facilities will either have been terminated or cash collateralized in accordance with the terms thereof before the holders are entitled to receive any payment (other than in the form of Junior Securities) on account of any Obligation in respect of the notes or on account of the redemption provisions of the notes (including any repurchases of notes); and

        (2)   any payment or distribution of our or such Guarantor's assets of any kind or character from any source, whether in cash, property or securities (other than Junior Securities) to which the holders or the Trustee on behalf of the holders would be entitled (by set-off or otherwise), except for the subordination provisions contained in the Indenture, will be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Indebtedness or their representative to the extent necessary to make payment in full in cash on all such Senior Indebtedness remaining unpaid and to cash collateralize all letters of credit issued under the Credit Facilities that remain outstanding, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

        In the event that, notwithstanding the foregoing, any payment or distribution of our or any Guarantor's assets (other than Junior Securities) shall be received by the Trustee or the holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be immediately paid or delivered by the Trustee or such holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash and to cash collateralize all letters of credit issued under the Credit Facilities that remain outstanding after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

        The Indenture provides that the right of any holder to receive payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes, on or after the respective due dates expressed in the notes or to bring suit for the enforcement of any such payment on or after

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such respective dates, shall not be impaired or affected without the consent of such holder. The subordination provisions of the Indenture and the notes do not prevent the occurrence of any Default or Event of Default under the Indenture.

        As a result of these subordination provisions, in the event of the liquidation, bankruptcy, reorganization, insolvency, receivership or similar proceeding or an assignment for the benefit of our creditors or a marshaling of our assets and liabilities, holders of the notes may receive ratably less than other creditors. As a result of the obligation to deliver amounts received in trust to holders of Senior Indebtedness, holders of notes may recover less ratably than our trade creditors. See "Risk Factors—Risks Related to the Exchange Notes and Our Structure."

        The Guarantees of the Guarantors are the Guarantors' general, unsecured obligations and are contractually subordinated in right of payment to all Senior Indebtedness of the Guarantors, including the Guarantors' obligations under the Credit Facilities, to the same extent as the notes are subordinated in right of payment to all of our Senior Indebtedness. As of June 30, 2004, the Guarantors would have had outstanding an aggregate of approximately $194.0 million of Senior Indebtedness (all of which Indebtedness is secured).

Certain Bankruptcy Limitations; Foreign Subsidiaries

        We are a holding company, conducting substantially all of our business through our subsidiaries. Our domestic subsidiaries have guaranteed or will guarantee our Obligations with respect to the notes and our Foreign Subsidiaries and Unrestricted Subsidiaries have not and will not guarantee the notes. For more information, see "Risk Factors—Risks Related to the Exchange Notes and Our Structure."

        If the obligations of a Guarantor under its Guarantee were avoided, whether pursuant to fraudulent transfer statutes or otherwise, holders of notes would have to look to any remaining Guarantors for payment. There can be no assurance in that event that such assets would suffice to pay the outstanding principal and interest (including Liquidated Damages, if any) on the notes.

        We conduct certain of our operations through Foreign Subsidiaries. Accordingly, our ability to meet our cash obligations may in part depend upon the ability of such Foreign Subsidiaries and any future Foreign Subsidiaries to make cash distributions to us and the Guarantors. Furthermore, any right we have or the Guarantors have to receive the assets of any such Foreign Subsidiary upon such Foreign Subsidiary's liquidation or reorganization (and the consequent right of the holders of the notes to participate in the distribution of the proceeds of those assets) effectively will be subordinated by operation of law to the claims of such Foreign Subsidiary's creditors (including trade creditors) and holders of its preferred stock, except to the extent that we or the Guarantors are recognized as creditors or preferred stockholders of such Foreign Subsidiary, in which case our claims or the claims of the Guarantors could still be subordinate to any indebtedness or preferred stock of such Foreign Subsidiaries.

Optional Redemption

        Except as set forth in the second following paragraph, we do not have the right to redeem any notes prior to July 15, 2008. We are not prohibited, however, from acquiring the notes by means other than a redemption, whether pursuant to a tender offer, open market transactions or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

        At any time or from time to time on or after July 15, 2008, we may redeem the notes for cash at our option, in whole or in part, upon not less than 30 days nor more than 60 days notice to each holder of notes, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing July 15 of the years indicated below, in each case

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together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the notes ("Redemption Date"):

Year	Percentage
2008	105.00	%
2009	102.50	%
2010 and thereafter	100.00	%

        At any time, or from time to time, prior to July 15, 2007, upon one or more Qualified Equity Offerings, up to 35% of the aggregate principal amount of the notes issued pursuant to the Indenture may be redeemed at our option within 90 days of the closing of any such Qualified Equity Offering, from the Net Cash Proceeds of such Qualified Equity Offering, upon not less than 30 days nor more than 60 days notice to each holder of notes, at a redemption price equal to 110.00% of principal, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the notes originally issued pursuant to the Indenture on the Issue Date remains outstanding.

        If the Redemption Date is on or after an interest payment record date ("Record Date") on which the holders of record have a right to receive the corresponding interest due (and Liquidated Damages, if any) and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

Selection and Notice

        In the case of a partial redemption, if the notes are then held in global form as described in "Book-Entry, Delivery and Form," the notes or portions thereof to be redeemed shall be selected pursuant to the rules of The Depository Trust Company, if applicable. Otherwise, the Trustee shall select the notes or portions thereof for redemption on a pro rata basis, by lot or in such other manner it deems appropriate and fair. The notes may be redeemed in part in multiples of $1,000 only.

        Notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the Redemption Date to the holder of each note to be redeemed to such holder's last address as then shown upon the registry books. Any notice which relates to a note to be redeemed in part only must state the portion of the principal amount equal to the unredeemed portion thereof and must state that on and after the Redemption Date, upon surrender of such note, a new note or notes in a principal amount equal to the unredeemed portion thereof will be issued. On and after the Redemption Date, interest will cease to accrue on the notes or portions thereof called for redemption, unless we default in the payment thereof.

Repurchase at the Option of Holders

Change of Control

        The Indenture provides that in the event that a Change of Control has occurred, each holder of notes will have the right, at such holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by us (the "Change of Control Offer"), to require us to repurchase all or any part of such holder's notes (provided, that the principal amount of such notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 90 calendar days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date.

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        The Change of Control Offer shall be made within 30 calendar days following a Change of Control and shall remain open for 20 Business Days following its commencement, or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, we shall purchase all notes properly tendered and not withdrawn in response to the Change of Control Offer.

        Notwithstanding the foregoing, we will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us, including any requirements to repay in full all Indebtedness under the Credit Facilities, any of our other Senior Indebtedness or Senior Indebtedness of any Guarantor or obtain the consents of such lenders to such Change of Control Offer as set forth in the following paragraph, and purchases all notes properly tendered and not withdrawn under such Change of Control Offer.

        The Indenture provides that, prior to the commencement of a Change of Control Offer, we will:

        (1)   (a) repay in full in cash and terminate all commitments under Senior Indebtedness under the Credit Facilities and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Senior Indebtedness under the Credit Facilities and all such other Senior Indebtedness and repay the Senior Indebtedness owed to each lender which has accepted such offer in full; or

        (2)   obtain the requisite consents under the Credit Facilities and all such other Senior Indebtedness to permit the repurchase of the notes as provided herein.

        Our failure to comply with the preceding sentence shall constitute an Event of Default described in clause (3) under "—Events of Default" below.

        On or before the Change of Control Purchase Date, we will:

        (1)   accept for payment notes or portions thereof properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent for us (the "Paying Agent") cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers' Certificate listing the notes or portions thereof being purchased by us.

        We promptly will pay or cause to be paid to each holder of notes properly tendered an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) and the Trustee promptly will authenticate and deliver to such holders a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The Change of Control purchase feature of the notes may, in certain circumstances, make it more difficult or discourage a sale or takeover of us, and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the initial purchasers of the notes. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the

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Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. In addition, no assurances can be given that we will be able to acquire notes tendered upon the occurrence of a Change of Control.

        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, our compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant.

        If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

        The provisions of the Indenture relating to our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified prior to the occurrence of a Change of Control with the written consent of the holders of a majority in aggregate principal amount of the notes outstanding.

Sale of Assets and Subsidiary Stock

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries (other than a Securitization Entity) to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of one of our Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of our Subsidiaries, whether by us or one of our Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of our Subsidiaries and including any sale and leaseback transaction, other than in any such case to the Company or another Subsidiary (any of the foregoing, an "Asset Sale"), unless:

        (1)   at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents, Related Business Assets or a combination thereof; and

        (2)   with respect to any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $2.0 million, our Board of Directors determines in good faith that we receive or such Subsidiary receives, as applicable, fair market value for such Asset Sale.

For purposes of (1) above, the following shall be deemed cash consideration: (a) Senior Indebtedness or balance sheet liabilities (other than contingent liabilities) assumed by a transferee in connection with such Asset Sale; provided, that we are and our Subsidiaries are fully released from obligations in connection therewith; and (b) property that within 90 days of such Asset Sale is converted into cash or Cash Equivalents; provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

        The Indenture provides that within 365 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") may be:

        (a)   invested in Related Business Assets, used to make Restricted Investments that are not prohibited by the covenant "Limitation on Restricted Payments," or used to make Permitted Investments other than those permitted by clauses (a), (b), (c)(i), (c)(ii), (f) and (g) of the definition of "Permitted Investments;"

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        (b)   used to retire Senior Indebtedness or Indebtedness of our Foreign Subsidiaries and, in the case of Indebtedness that was incurred pursuant to paragraph (c) of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," to permanently reduce the amount of such Indebtedness that is permitted to be incurred pursuant to paragraph (c) of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently so reduced by such amount;

        (c)   applied to the optional redemption of the notes in accordance with the terms of the Indenture and to the optional redemption of other Indebtedness pari passu with the notes with similar provisions requiring us to repurchase such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the notes and such other pari passu Indebtedness then outstanding; or

        (d)   applied in any combination of the foregoing.

Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture.

        The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in the preceding paragraph shall constitute Excess Proceeds. Within 30 days after the date that the amount of Excess Proceeds exceeds $15.0 million, the Company shall apply an amount equal to the Excess Proceeds (rounded down to the nearest $1,000) (the "Asset Sale Offer Amount") by making an offer to repurchase the notes and such other pari passu Indebtedness with similar provisions requiring us to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the notes and such other Indebtedness then outstanding (the "Asset Sale Offer"). We will offer to purchase the notes in the Asset Sale Offer at a purchase price of 100% of the principal amount of the notes (the "Asset Sale Offer Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment. Each Asset Sale Offer shall remain open for at least 20 Business Days and not more than 30 Business Days following its commencement (the "Asset Sale Offer Period").

        Upon expiration of the Asset Sale Offer Period, we shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any), to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment, in the case of any notes that have been tendered, and the price required by the terms of any such other pari passu Indebtedness with similar provisions requiring us to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale. To the extent that the aggregate amount of notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, we may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

        Notwithstanding, and without complying with, the provisions of this covenant:

         (1)  we may and our Subsidiaries may, in the ordinary course of business, convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business;

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         (2)  we may and our Subsidiaries may liquidate Cash Equivalents;

         (3)  we may and our Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with the covenant "Limitation on Merger, Sale or Consolidation;"

         (4)  we may and our Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of our business or the business of such Subsidiary, as applicable;

         (5)  we may and each of our Subsidiaries may surrender or waive contract rights or settle, release or surrender contract, tort or other litigation claims in the ordinary course of business;

         (6)  we may and each of our Subsidiaries may grant Liens (and permit foreclosure thereon) not prohibited by the Indenture;

         (7)  we may and each of our Subsidiaries may sell or grant licenses to use the Company's or any Subsidiary's intellectual property to the extent that such license does not prohibit the licensor from using such property;

         (8)  we may and each of our Subsidiaries may sell assets received by the Company or any Subsidiary upon the foreclosure on a Lien;

         (9)  we may and each of our Subsidiaries may sell or exchange equipment in connection with the purchase or other acquisition of other equipment;

       (10)  we may and each of our Subsidiaries may dispose any Equity Interests in or assets or rights of an Unrestricted Subsidiary;

       (11)  we may and our Subsidiaries may make conveyances, sales, assignments or other dispositions that constitute Permitted Investments and Restricted Payments and are not prohibited by the covenant "Limitation on Restricted Payments;"

       (12)  we may, and our Subsidiaries may, in one or a series of related transactions, sell or dispose of assets for which we or our Subsidiaries receive aggregate consideration of less than $2.0 million;

       (13)  we may, and our Subsidiaries may, dispose of any receivables to a Securitization Entity pursuant to a Qualified Securitization Transaction so long as we or such Subsidiary receives (a) fair market value in such disposition and (b) cash and Cash Equivalents in an amount equal to 75% or more of the fair market value thereof (for purposes of this clause (13), Purchase Money Notes will be deemed to be cash);

       (14)  any Securitization Entity may transfer receivables, or a fractional undivided interest therein, and any related assets in a Qualified Securitization Transaction; and

       (15)  we or our Subsidiaries may sell or dispose of any Equity Interests in or all or substantially all of the assets of UTI SFM Feinmechanit GmbH.

        All Net Cash Proceeds in excess of $2.0 million from an Event of Loss shall be reinvested or used as otherwise provided above in the second paragraph of this covenant.

        Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, our compliance or the compliance of any of our Subsidiaries with such laws and regulations shall not in and of itself cause a breach of our obligations under such covenant.

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        If the payment date in connection with an Asset Sale Offer hereunder is on or after the Record Date for an Interest Payment Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

        The agreements governing our other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require the Company to repurchase the notes upon an Asset Sale could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on the Company. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its lenders of Senior Indebtedness to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain a consent or repay those borrowings, the Company will remain prohibited from purchasing notes. In that case, the Company's failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other Indebtedness. Finally, the Company's ability to pay cash to the holders of notes upon a repurchase may be limited by the Company's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

Certain Covenants

        The Indenture contains certain covenants that, among other things, restrict our ability to borrow money, pay dividends on or repurchase capital stock, make investments or consummate mergers or consolidations. The following summary of certain covenants of the Indenture are summaries only, do not purport to be complete and are qualified in their entirety by reference to all of the provisions of the Indenture. We urge you to read the Indenture because it, and not this description, details your rights as a holder of the notes.

Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock

        The Indenture provides that, except as set forth in this covenant, we and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including Acquired Indebtedness as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

        Notwithstanding the foregoing if:

        (1)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of Indebtedness and the use of proceeds therefrom; and

        (2)   on the date of such incurrence (the "Incurrence Date"), our Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and the use of proceeds therefrom, would be at least 2.0 to 1.0 (the "Debt Incurrence Ratio"),

then we and the Guarantors may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

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        In addition, the foregoing limitations of the first paragraph of this covenant will not prohibit:

        (a)   our incurrence or the incurrence by any Subsidiary of the Company of Purchase Money Indebtedness after the MedSource Acquisition is consummated; provided, that

        (1)   the aggregate principal amount of such Indebtedness incurred and outstanding at any time pursuant to this paragraph (a) (including any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $5.0 million (or the equivalent thereof in any applicable foreign currency), and

        (2)   in each case, such Indebtedness shall not constitute more than 100% of our cost or the cost to such Guarantor (determined in accordance with GAAP in good faith by us), as applicable, of the property so purchased, constructed, improved or leased;

        (b)   our incurrence or the incurrence by any Subsidiary of the Company of Indebtedness in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (b) (including any Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $20.0 million; and

        (c)   our incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Facilities in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to (x) $234.0 million minus (y) the amount of any Non-Recourse Securitization Indebtedness of any Securitization Entity outstanding at the time of such incurrence, after giving pro forma effect to the use of proceeds from such incurrence, with letters of credit being deemed to have a principal amount equal to the full amount thereof, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (b) of the second paragraph of the covenant "Sale of Assets and Subsidiary Stock" or (2) assumed by a transferee in an Asset Sale; provided, however, that no more than $5.0 million of Indebtedness incurred pursuant to this clause (c) can be outstanding at any time prior to consummation of the MedSource Acquisition (other than Indebtedness incurred to make scheduled amortization payments under the Existing Credit Agreement); and

        (d)   the incurrence by a Securitization Entity of Non-Recourse Securitization Indebtedness in connection with a Qualified Securitization Transaction in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph of up to (x) $234.0 million minus (y) the amount of any Indebtedness of the Company or any Guarantor outstanding pursuant to the Credit Facilities pursuant to clause (c) at the time of such incurrence, after giving pro forma effect to the use of proceeds from such incurrence.

        Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes one of our Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) or is merged with or into or consolidated with us or one of our Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated one of our Subsidiaries or is merged with or into or consolidated with us or one of our Subsidiaries, as applicable.

        Notwithstanding any other provision of this covenant, but only to avoid duplication, a guarantee of our Indebtedness or of the Indebtedness of a Subsidiary incurred in accordance with the terms of the Indenture will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence we may designate in our sole discretion pursuant to which provision of this covenant or the definition of "Permitted Indebtedness" any Indebtedness is being incurred and we may subdivide an amount of Indebtedness and designate more than one such provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant or the definition of "Permitted Indebtedness,"

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except as stated otherwise in the foregoing provisions. At any time, we can redesignate in our sole discretion any Indebtedness as having been incurred pursuant to any provision of this covenant or the definition of "Permitted Indebtedness," and we may subdivide an amount of Indebtedness and redesignate more than one such provision pursuant to which such amount of Indebtedness as having been incurred, so long as at the time of such redesignation we could have incurred such Indebtedness (or portion thereof) pursuant to such provisions of this covenant or the definition of "Permitted Indebtedness." Accrual of interest or dividends, the accretion of accreted value or amortization of original issue discount, the payment of interest or dividend in kind, changes in obligations in respect of Interest Swap and Hedging Obligations, and any increase as a result of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitation on Restricted Payments

        The Indenture provides that we will not, and will not permit any of our Subsidiaries to, directly or indirectly, make any Restricted Payment; provided, however, that after the MedSource Acquisition is consummated, we and our Subsidiaries may make any Restricted Payment so long as, after giving effect to such Restricted Payment on a pro forma basis:

        (1)   no Default or Event of Default shall have occurred and be continuing;

        (2)   we would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" and

        (3)   the aggregate amount of all Restricted Payments made by us and our Subsidiaries, including after giving effect to such proposed Restricted Payment on and after the Issue Date, would not exceed, without duplication, the sum of:

        (a)   50% of our aggregate Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal period for which internal financial statements are available (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

        (b)   the aggregate Net Cash Proceeds received by us after the Issue Date from (1) a Capital Contribution, (2) the sale of our Qualified Capital Stock and (3) the issue or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable Indebtedness of the Company that have been converted into or exchanged for Qualified Capital Stock of the Company, in each case other than (A) to one of our Subsidiaries, (B) the Net Cash Proceeds received by us from a Capital Contribution or from the sale of our Qualified Capital Stock in connection with the Transactions and (C) in the case of clauses (1) and (2), to the extent applied in connection with a Qualified Exchange or a Permitted Investment pursuant to clause (e) of the definition thereof, plus

        (c)   the fair market value of any property or assets other than cash received by us in the form of a Capital Contribution or in exchange for our Qualified Capital Stock (other than from one of our Subsidiaries), after the Issue Date; provided that if the fair market value of such property or assets acquired in any transaction or series of related transactions is (i) less than $10.0 million, the determination of fair market value shall be made by our Board of Directors and (ii) $10.0 million, or more, the determination of fair market value shall be made by our Board of Directors after it has received an opinion or valuation with respect to the fair market value of such property or assets from an independent investment banking firm, appraisal or valuation firm, in each case of national reputation in the United States, which

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opinion shall have been obtained within 90 days of the consummation of such Capital Contribution, plus

        (d)   except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person resulting from cash distributions on or cash repayments of any Investment, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Company or any Subsidiary or from the Net Cash Proceeds from the sale of any such Investment or from redesignations of Unrestricted Subsidiaries as Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by the Company or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

        Notwithstanding the foregoing clauses (2) and (3) of the immediately preceding paragraph, we and our Subsidiaries may make the following:

        (a)   payments of cash dividends, distributions or advances to any parent entity for repurchases of Capital Stock of any parent entity from our employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of any parent entity or any Subsidiary of the Company or any subsidiary of any parent entity upon their death, disability or termination of employment, provided such repurchases are made with the proceeds of such dividends within three Business Days of the payment of such dividends, and payments of cash, or dividends, distributions or advances to any parent entity to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of, or issuance of Capital Stock in lieu of cash dividends on, any Capital Stock of any parent entity, in an aggregate amount not to exceed $2.0 million in any calendar year; provided, that if the aggregate amount permitted to be paid in any calendar year has not been paid, any such shortfall amount in any preceding year may be carried forward and paid in a subsequent year, in addition to the amount permitted for such calendar year, in an aggregate amount not to exceed $6.0 million in any calendar year; provided, further that the aggregate amount of all such payments pursuant to this clause (a) prior to consummation of the MedSource Acquisition shall not exceed $100,000;

        (b)   the payment of any dividend on Disqualified Capital Stock issued in accordance with the covenant described above under "Limitation on Incurrence of Indebtedness and Disqualified Capital Stock";

        (c)   other Restricted Payments not otherwise permitted pursuant to this covenant in an aggregate amount not to exceed $10.0 million;

        (d)   after consummation of the MedSource Acquisition, payments of cash dividends, distributions or advances to any parent entity for payment of fees to the Principals or their Affiliates; provided that the aggregate amount of such payments pursuant to this clause (d) shall not exceed $900,000 during any twelve month period plus transaction fees equal to the greater of (A) $150,000 per transaction and (B) 2% of the value of any transactions, and reimbursement of any reasonable out-of-pocket expenses of the Principals or their Affiliates, in each case, in accordance with the Management Agreements;

        (e)   payments of cash dividends, distributions or advances to any parent entity for redemption of Parent's Class B-1 and B-2 convertible preferred stock and for payments to the holders of warrants for shares of Parent's Class A-8 5% convertible preferred stock in connection with the exercise of such warrants; provided that the aggregate amount of such payments pursuant to this clause (e) shall not exceed $160,000; and

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        (f)    the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Indebtedness or Disqualified Capital Stock of the Company upon a Change of Control or with the proceeds from an Asset Sale to the extent required by the terms of such Subordinated Indebtedness or Disqualified Capital Stock but only after the Company shall have complied with the covenants described above under "Repurchase at the Option of Holders—Change of Control" or "Repurchase at the Option of Holders—Sales of Assets and Subsidiary Stock," as the case may be, and purchased all notes properly tendered pursuant to the relevant offer prior to purchasing, redeeming or repaying such Subordinated Indebtedness or Disqualified Capital Stock;

and clauses (1), (2) and (3) of the immediately preceding paragraph will not prohibit:

        (g)   any dividend, distribution or other payments by any of our Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests;

        (h)   a Qualified Exchange;

        (i)    from and after the date that the MedSource Acquisition is consummated, the payment of any dividends within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with the Indenture;

        (j)    the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price thereof;

        (k)   payments to a parent entity, pursuant to this clause (k), to enable the parent entity to pay Federal, state or local tax liabilities (any such payments to a parent entity, a "Tax Payment") in an amount not to exceed the lesser of (i) the amount of any tax liabilities that would be otherwise payable by the Company and its Subsidiaries to the appropriate taxing authorities to the extent that the parent entity has an obligation to pay such tax liabilities relating to the Company's operations, assets, or capital or those of its Subsidiaries, and (ii) the amount determined by assuming that the Company is the parent company of an affiliated group (the "Company Affiliated Group") filing a consolidated Federal income tax return or consolidated, combined, unitary, or group, state or local income tax return, and that the parent entity and each such Subsidiary is a member of the Company Affiliated Group; provided, that any Tax Payments shall either be used by the parent entity to pay such tax liabilities within 90 days of the parent entity's receipt of such payment or refunded to the payee; and

        (l)    payments to any parent entity pursuant to this clause (l) in order to pay reasonable legal and accounting expenses, payroll and other compensation expenses of directors of such parent entity and any employees of such parent entity whose principal responsibilities involve management or other duties for the Company and its Subsidiaries, in each case, in the ordinary course of business, and other reasonable filing and listing fees and other reasonable corporate overhead expenses in the ordinary course of business (any of the foregoing, "Parent Payments"); provided, that any Parent Payments shall either be used by the parent entity to pay such expenses or fees within 30 days of the parent entity's receipt of such Parent Payment or refunded to the Company.

        The full amount of any Restricted Payment made pursuant to the foregoing clauses (b), (d), (e), (f) and (i), (but not pursuant to clause (a), (c), (g), (h), (j), (k), and (l)) of the immediately preceding sentence, however, will be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of the first paragraph under the heading "—Limitation on Restricted Payments."

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the good faith reasonable

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judgment of our Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of our Subsidiaries to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, us or any of our Subsidiaries, except:

         (1)  restrictions imposed by the notes or the Indenture or by our other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the notes or the Guarantees, as applicable, provided, that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the notes;

         (2)  restrictions imposed by applicable law;

         (3)  restrictions existing on the Issue Date;

         (4)  restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by us or any of our Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired;

         (5)  restrictions imposed by Indebtedness incurred under the Credit Facilities or other Senior Indebtedness incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" provided, that such restrictions are not materially more restrictive, taken as a whole, than those imposed by the New Credit Agreement, as of the date the MedSource Acquisition is consummated;

         (6)  restrictions with respect solely to any of our Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or any assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold or, in the case of a sale of all or substantially all of the Equity Interests of a Subsidiary, the cash or Cash Equivalents held by such Subsidiary;

         (7)  restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" provided, that such restrictions relate only to the transfer of the property acquired, constructed, installed or improved with the proceeds of such Purchase Money Indebtedness;

         (8)  customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements;

         (9)  restrictions contained in Indebtedness incurred under clause (b) under the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;"

       (10)  customary restrictions or encumbrances contained in any Indebtedness incurred by a Foreign Subsidiary that apply only to such Foreign Subsidiary and its Subsidiaries;

       (11)  restrictions in connection with and pursuant to amendments, modifications, restatements, increases, supplements or refinancings of the contracts, instruments or obligations referred to in

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clauses (1), (3), (4), (7), (10) or this clause (11) of this paragraph that are not materially more restrictive taken as a whole than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and

       (12)  any encumbrance or restriction existing under Non-Recourse Securitization Entity Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity.

        Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease or any other contracts entered into in the ordinary course of business, consistent with industry practice shall not be prohibited by the foregoing and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of the Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitation on Layering Indebtedness

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinate in right of payment to any of our other Indebtedness or any other Indebtedness of a Guarantor unless, by its terms, such Indebtedness is contractually subordinate in right of payment to, or ranks pari passu with, the notes or the Guarantee, as applicable.

        As a result of this covenant, the Company and the Guarantors are prohibited from incurring Indebtedness that is contractually subordinate in right of payment to other Indebtedness of the Company and the Guarantors, unless such Indebtedness is contractually subordinate in right of payment, or is contractually pari passu, with the Notes or the Guarantees, as applicable. This covenant, however, does not prohibit the Company and the Guarantors from incurring secured and unsecured Senior Indebtedness, and does not prohibit the Company and the Guarantors from incurring Senior Indebtedness with different priorities with respect to the collateral, including the proceeds therefrom, securing such Senior Indebtedness.

Limitation on Liens Securing Indebtedness

        The Indenture provides that we will not and the Guarantors will not, and neither we nor the Guarantors will permit any of our Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of our Indebtedness or any Indebtedness of any Guarantor, unless we provide, and cause our Subsidiaries to provide, concurrently therewith, that the notes and the applicable Guarantees are equally and ratably so secured for so long as such other Indebtedness is secured by such Lien; provided that if such Indebtedness is Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be contractually subordinate and junior to the Lien securing the notes (and any related applicable Guarantees) with the same relative priority as such Subordinated Indebtedness shall have with respect to the notes (and any related applicable Guarantees), and provided, further, that this clause shall not be applicable to any Liens securing any such Indebtedness which became our Indebtedness pursuant to a transaction subject to the provisions of the Indenture described below under "Limitation on Merger, Sale or Consolidation" or which constitutes Acquired Indebtedness and which in either case were in existence at the time of such transaction (unless such Indebtedness was incurred or such Lien created in connection with, or in contemplation of, such transaction), so long as such Liens do not extend to or cover any of our property or assets or any property or assets of any of our Subsidiaries other than property or assets acquired in such transaction.

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Limitation on Transactions with Affiliates

        The Indenture provides that neither we nor any of our Subsidiaries will be permitted on or after the Issue Date to enter into or suffer to exist any contract, agreement, arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions), (1) unless it is determined that the terms of such Affiliate Transactions are fair and reasonable to us, and no less favorable to us than could have been obtained in an arm's length transaction with a non-Affiliate, and (2) if involving consideration to either party in excess of $2.0 million, unless such Affiliate Transaction(s) has been approved by a majority of the members of our Board of Directors (including a majority of members of our Board of Directors that are disinterested in such transaction, if there are any directors who are so disinterested), and (3) if involving consideration to either party in excess of $10.0 million, unless, in addition we, prior to the consummation thereof, obtain a written favorable opinion, which opinion can be subject to customary qualifications, as to the fairness of such transaction to us from a financial point of view from an independent investment banking firm of national reputation in the United States or an appraisal or valuation firm of national reputation in the United States. Within 5 days of any Affiliate Transaction(s) involving consideration to either party of $2.0 million or more (other than Exempted Affiliate Transactions), the Company shall deliver to the Trustee an Officers' Certificate addressed to the Trustee certifying that such Affiliate Transaction(s) were made in compliance with the Indenture and a copy of the board resolutions and opinion as to the fairness of such transaction, as applicable.

Limitation on Merger, Sale or Consolidation

        The Indenture provides that we will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of our assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a plan of liquidation, unless:

        (1)   either (a) we are the continuing entity or (b) the resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of our obligations in connection with the notes and the Indenture;

        (2)   no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction;

        (3)   unless such transaction is solely the merger of us and one of our previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, which transaction is not for the purpose of evading the restrictions imposed by the Indenture, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock" or, if not, the Debt Incurrence Ratio on a pro forma basis is at least equal to the Debt Incurrence Ratio immediately prior thereto; and

        (4)   each Guarantor shall have, by amendment to its Guarantee and, as applicable the Indenture, if necessary confirmed in writing that its Guarantee shall apply to the obligations of the Company or the surviving entity in accordance with the notes and the Indenture.

        Upon any consolidation or merger or any transfer of all or substantially all of our assets in accordance with the foregoing, the successor corporation formed by such consolidation or into which we are merged or to which such transfer is made shall succeed to and (except in the case of a lease or

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any transfer of all or substantially all of our assets) be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease or any transfer of all or substantially all of our assets) we shall be released from the obligations under the notes and the Indenture except with respect to any obligations that arise from, or are related to, such transaction.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, our interest in which constitutes all or substantially all of our properties and assets, shall be deemed to be the transfer of all or substantially all of our properties and assets.

Guarantors

        The Indenture provides that all of our present and future Subsidiaries other than our Foreign Subsidiaries and any Securitization Entity, jointly and severally, irrevocably and unconditionally guaranty all principal, premium, if any, and interest on the notes on a senior subordinated basis. The term Subsidiary does not include Unrestricted Subsidiaries.

        Notwithstanding anything herein or in the Indenture to the contrary, if any of our Subsidiaries (including Foreign Subsidiaries) that is not a Guarantor guarantees any of our other Indebtedness or any other Indebtedness of the Guarantors, or we or any of our Subsidiaries, individually or collectively, pledge more than 66% of the aggregate voting power of the Voting Equity Interests of a Subsidiary (including Foreign Subsidiaries) that is not a Guarantor to a lender to secure our Indebtedness or any Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor.

Release of Guarantors

        The Indenture provides that no Guarantor will consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, (1) subject to the provisions of the following paragraph and the other provisions of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth in the Indenture; and (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. The provisions of the covenant shall not apply to the merger of any Guarantors with and into each other or with or into us.

        Upon the sale or disposition (including by merger or stock purchase) of a Guarantor (as an entirety) or of all or substantially all of its assets to an entity which is not and is not required to become a Guarantor, or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of the covenant "Limitations on Sale of Assets and Subsidiary Stock"), such Guarantor will be deemed released from its obligations under its Guarantee of the notes; provided, however, that any such termination shall occur only to the extent that, following consummation of such transaction, all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of our Indebtedness or any Indebtedness of any other of our Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of our Indebtedness or any Indebtedness of any of our Subsidiaries.

        The Indenture also provides that any Guarantee that is defeased or discharged in accordance with "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge" will be released. Furthermore, any Guarantor that became a Guarantor because it guaranteed any of our other

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Indebtedness or any other Indebtedness of the Guarantors, or, because more than 66% of the voting power of its Voting Equity Interests were pledged to a lender to secure our Indebtedness or any Indebtedness of any Guarantor, and such Guarantor is released from that guarantee, then it shall also be released from its Guarantee under the Indenture.

Reports

        The Indenture provides that whether or not we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, we will deliver or make available to the Trustee and to each holder of notes, within 5 days after we are or would have been (if we were subject to such reporting obligations) required to file such with the Commission, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports filed with the Commission if we were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by our certified independent public accountants, and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be so required and, from and after the consummation of the Exchange Offer, unless the Commission will not accept such reports, file with the Commission the annual, quarterly and other reports which we are or would have been required to file with the Commission.

        In the event that (A)(1) the rules and regulations of the Commission permit the Company and any parent entity to report at such parent entity's level on a consolidated basis and (2) such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company and its Affiliates, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided, that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such parent entity and its other subsidiaries, if any; provided, further, that if such parent entity's capitalization (including cash and cash equivalents) differs from that of the Company and its Subsidiaries in any material respect, such information and reports will include annual and quarterly financial statements substantially equivalent to the financial statements that would have been included in reports filed with the Commission, if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by the Company's certified independent public accountants or (B) any parent entity has unconditionally guaranteed the Company's Obligations with respect to the Notes, then the Company's obligation may be satisfied by such parent entity delivering and filing its statements and reports so long as it owns all of the Company's outstanding Capital Stock.

Events of Default and Remedies

        The Indenture defines an "Event of Default" as:

        (1)   our failure to pay any installment of interest (or Liquidated Damages, if any) on the notes as and when the same becomes due and payable and the continuance of any such failure for 30 days;

        (2)   our failure to pay all or any part of the principal, or premium, if any, on the notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;

        (3)   our failure or the failure by any of our Subsidiaries to observe or perform any other covenant or agreement contained in the notes or the Indenture and, except for the provisions under "Mandatory Redemption," and "Limitation on Merger, Sale or Consolidation," the

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continuance of such failure for a period of 30 days after written notice is given to us by the Trustee or to us and the Trustee by the holders of at least 25% in aggregate principal amount of the notes outstanding;

        (4)   certain events of bankruptcy, insolvency or reorganization in respect of us or any of our Significant Subsidiaries;

        (5)   a default in our Indebtedness or the Indebtedness any of our Subsidiaries with an aggregate amount outstanding in excess of $15.0 million (a) resulting from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity;

        (6)   final unsatisfied judgments not covered by insurance aggregating in excess of $15.0 million, at any one time rendered against us or any of our Subsidiaries and not stayed, bonded or discharged within 60 days; and

        (7)   any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee.

        The Indenture provides that if a Default occurs and is continuing, the Trustee must, within 90 days after the receipt of notice of such Default, give to the holders notice of such Default.

        The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an officer's certificate stating that the Company and its Subsidiaries are not in default in the performance or observance of any terms, provisions or conditions of the Indenture.

        If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (4) above relating to us or any of our Significant Subsidiaries,) then in every such case, unless the principal of all of the notes shall have already become due and payable, either the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by notice in writing to us (and to the Trustee if given by holders) (an "Acceleration Notice"), may declare all principal, determined as set forth below, and accrued interest (and Liquidated Damages, if any) thereon to be due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding pursuant to the Credit Facilities, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the fifth Business Day after sending us and the representative under the Credit Facilities such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Indebtedness under the Credit Facilities. In the event a declaration of acceleration resulting from an Event of Default described in clause (5) above has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in clause (5) above has occurred that has not been cured or waived within 30 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in clause (4) above, relating to us or any of our Significant Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding notes without any declaration or other act on the part of the Trustee or the holders. The holders of a majority in aggregate principal amount of notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes which have become due solely by such acceleration, have been cured or waived.

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        Prior to the declaration of acceleration of the maturity of the notes, the holders of a majority in aggregate principal amount of the notes at the time outstanding may waive on behalf of all the holders any Default, except a Default in the payment of principal of or interest on any note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding note affected. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders, unless such holders have offered to the Trustee reasonable security or indemnity.

        Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of notes) as to all outstanding notes when either:

        (a)   all outstanding notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

        (b)   (1) all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

        (2)   we have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be;

        (3)   the deposit does not and will not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which we or any of our Subsidiaries are a party or are otherwise bound;

        (4)   we have paid all other amounts payable by us under the Indenture; and

        (5)   we have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by us with intent to hinder, delay, or defraud any other of our creditors.

        We must also deliver to the Trustee an Officers' Certificate and an opinion of counsel, which opinion can be subject to customary qualifications, confirming the satisfaction of the conditions in clause (3) above.

Legal Defeasance and Covenant Defeasance

        The Indenture provides that we may, at our option, elect to discharge our obligations and the Guarantors' obligations with respect to the outstanding notes ("Legal Defeasance"). If Legal

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Defeasance occurs, we shall be deemed to have paid and discharged all amounts owed under the notes, and the Indenture shall cease to be of further effect as to the notes and Guarantees, except that:

        (1)   holders will be entitled to receive timely payments for the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the notes, solely from the funds deposited for that purpose (as explained below);

        (2)   our obligations will continue with respect to the issuance of temporary notes, the registration of transfer or exchange of the notes, and the replacement of mutilated, destroyed, lost or stolen notes;

        (3)   the Trustee will retain its rights, powers, duties, and immunities, and we will retain our obligations in connection therewith; and

        (4)   other Legal Defeasance provisions of the Indenture will remain in effect.

        In addition, we may, at our option and at any time, elect to cause the release of our obligations and the Guarantors' obligations with respect to most of the covenants in the Indenture (except as described otherwise therein) ("Covenant Defeasance"). If Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy, receivership, rehabilitation and insolvency events) relating to us or any Significant Subsidiary described under "Events of Default" will no longer constitute Events of Default with respect to the notes. We may exercise Legal Defeasance regardless of whether we previously exercised Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance (each, a "Defeasance"):

        (1)   we must irrevocably deposit with the Trustee, in trust, for the benefit of holders of notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in amounts that will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, which opinion can be subject to customary qualifications, to pay the principal of, premium, if any, and interest on the notes on the stated date for payment or any redemption date thereof, and the Trustee must have, for the benefit of holders, a valid, perfected, exclusive security interest in the trust;

        (2)   in the case of Legal Defeasance, we must deliver to the Trustee an opinion of counsel, which opinion can be subject to customary qualifications, reasonably acceptable to the Trustee confirming that:

        (A)  we have received from, or there has been published by the Internal Revenue Service, a ruling; or

        (B)  since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that holders of notes will not recognize income, gain or loss for federal income tax purposes as a result of the Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, we must deliver to the Trustee an opinion of counsel, which opinion can be subject to customary qualifications, reasonably acceptable to the Trustee confirming that holders of notes will not recognize income, gain or loss for federal income tax purposes as a result of the Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Defeasance had not occurred;

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        (4)   no Default or Event of Default may have occurred and be continuing on the date of the deposit, and, in the case of Legal Defeasance, no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of the deposit to the 91st calendar day thereafter;

        (5)   the Defeasance may not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which we or any of our Subsidiaries are a party or by which we or any of our Subsidiaries are bound;

        (6)   we must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by us with the intent to hinder, delay or defraud any other of our creditors; and

        (7)   we must deliver to the Trustee an Officers' Certificate confirming the satisfaction of conditions in clauses (1) through (6) above, and an opinion of counsel, which opinion can be subject to customary qualifications, confirming the satisfaction of the conditions in clauses (1) (with respect to the validity and perfection of the security interest), (2), (3) and (5) above.

        The Defeasance will be effective on the earlier of (i) the 91st day after the deposit and (ii) the day on which all the conditions above have been satisfied.

        If the amount deposited with the Trustee to effect a Defeasance is insufficient to pay the principal of, premium, if any, and interest on the notes when due, or if any court enters an order directing the repayment of the deposit to us or otherwise making the deposit unavailable to make payments under the notes when due, then (so long as the insufficiency exists or the order remains in effect) our and the Guarantors' obligations under the Indenture and the notes will be revived, and the Defeasance will be deemed not to have occurred.

Amendments and Supplements

        The Indenture contains provisions permitting us, the Guarantors and the Trustee to enter into a supplemental indenture for certain limited purposes without the consent of the holders. With the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding, we, the Guarantors and the Trustee are permitted to amend or supplement the Indenture or any supplemental indenture or modify the rights of the holders; provided, that no such modification may, without the consent of each holder affected thereby:

        (1)   change the Stated Maturity on any note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at our option, or change the coin or currency in which any note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at our option, on or after the Redemption Date), or after an Asset Sale or Change of Control has occurred reduce the Change of Control Purchase Price or the Asset Sale Offer Price with respect to the corresponding Asset Sale or Change of Control or alter the provisions (including the defined terms used therein) regarding our right to redeem the notes at our option in a manner adverse to the holders;

        (2)   reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture; or

        (3)   modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

        Notwithstanding the foregoing, no amendment to the subordination provisions of the Indenture may adversely affect the rights of any holders of Designated Senior Indebtedness then outstanding

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without the consent of the holders of such Designated Senior Indebtedness (or any group or representative thereof authorized to give such consent).

Governing Law

        The Indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).

No Personal Liability of Partners, Stockholders, Officers, Directors

        The Indenture provides that no past, present or future direct or indirect stockholder, employee, officer or director, as such, of the Company, the Guarantors or any successor entity shall have any personal liability in respect of our obligations or the obligations of the Guarantors under the Indenture or the notes solely by reason of his, her or its status as such stockholder, employee, officer or director, except that this provision shall in no way limit the obligation of any Guarantor pursuant to any guarantee of the notes.

Certain Definitions

        "Acquired Indebtedness" means Indebtedness (including Disqualified Capital Stock) of any Person existing at the time such Person becomes a Subsidiary of the Company, including by designation, or is merged or consolidated into or with the Company or one of its Subsidiaries.

        "Acquisition" means the purchase or other acquisition of any Person or assets that would constitute a "business" within the meaning of Rule 3-05 of Regulation S-X under the Securities Act, as in effect on the Issue Date, whether by purchase, merger, consolidation, or otherwise, and whether or not for consideration.

        "Affiliate" means any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For purposes of this definition, the term "control" means the power to direct the management and policies of a Person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise; provided, that with respect to ownership interest in the Company and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable (other than any such Beneficial Owner eligible to report ownership on Schedule 13F or Schedule 13G (or any similar successor forms under the Exchange Act rules and regulations)) shall for such purposes be deemed to possess control. Notwithstanding the foregoing, the term "Affiliate" shall not include Subsidiaries.

        "Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or mandatory redemption) payment of such security or instrument and (b) the amount of each such respective principal (or mandatory redemption) payment by (2) the sum of all such principal (or mandatory redemption) payments.

        "Beneficial Owner" or "beneficial owner" for purposes of the definition of Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable.

        "Board of Directors" means, with respect to any Person, (1) such Person's board of directors or (2) any committee of the board of directors authorized, with respect to any particular matter, to exercise the power of the board of directors.

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        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

        "Capital Contribution" means any contribution to the equity of the Company from a direct or indirect parent entity for which no consideration is given (other than the issuance of Qualified Capital Stock).

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalent" means:

        (1)   securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof);

        (2)   demand deposits, time deposits and certificates of deposit and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $300 million;

        (3)   commercial paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the equivalent thereof by Moody's Investors Service, Inc.;

        (4)   repurchase obligations having terms not more than seven days, with institutions meeting the criteria set forth in clause (2) above, for direct obligations issued by or fully guaranteed by the United States of America (provided, that the full faith and credit of the United States of America is pledged in support thereof), having, on the date of purchase thereof, a fair market value of at least 100% of the amount of repurchase obligations;

        (5)   with respect to Investments by any Foreign Subsidiary, any demand deposit account;

        (6)   direct investments in tax exempt obligations of any state of the United States of America, or any municipality of any such state, in each case rated "AA" or better by Standard & Poor's Rating Service, "Aa2" or better by Moody's Investor Service, Inc. or an equivalent rating by any other credit rating agency of recognized national standing, provided that such obligations mature within six months from the date of acquisition thereof; or

        (7)   investments in money market or mutual funds, 95% of more of the assets of which are invested in obligations of the types described in clauses (1) - (6) above,

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and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition.

        "Change of Control" means (a) Parent ceases to beneficially own, in the aggregate, a majority of the voting power of the Voting Equity Interests of the Company, (b) prior to consummation of the first Public Equity Offering after the Issue Date, the Permitted Holders shall cease to beneficially own, in the aggregate, voting power of Parent equal to more than 50% of the voting power held by the Permitted Holders on the date the MedSource Acquisition is consummated, (c) following the consummation of the first Public Equity Offering after the Issue Date, (1) any merger or consolidation of us with or into any Person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of our assets, on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any "person" (including any group that is deemed to be a "person") (other than Parent, Parent's controlled Affiliates and/or the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of the transferee(s) or surviving entity or entities and Parent, Parent's controlled Affiliates and/or the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power than such person, (2) any merger or consolidation of Parent with or into any Person, if, immediately after giving effect to such merger or consolidation, any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of Parent or surviving entity and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power of Parent than such person, (3) any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of Parent and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power of Parent than such person, (4) the Continuing Directors of Parent cease for any reason to constitute a majority of the Board of Directors of Parent then in office, or (d) we adopt a plan of liquidation. As used in this definition, "person" (including any group that is deemed to be a "person") has the meaning given by Sections 13(d) of the Exchange Act, whether or not applicable. The phrase "all or substantially all" of our assets will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of our assets has occurred.

        "Commission" means the Securities and Exchange Commission.

        "Consolidation" means, with respect to the Company, the consolidation of the accounts of the Subsidiaries with those of the Company, all in accordance with GAAP; provided, that "Consolidation" will not include the consolidation of the accounts of any Unrestricted Subsidiary with the accounts of the Company. The term "consolidated" has a correlative meaning to the foregoing.

        "Consolidated Coverage Ratio" of any Person on any date of determination (the "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

        (1)   Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of the Reference Period;

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        (2)   transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period;

        (3)   the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness), other than Indebtedness incurred under any revolving credit facility, shall be assumed to have occurred on the first day of the Reference Period;

        (4)   if since the beginning of such period the Company or any Guarantor has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness (each a "Discharge") or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been or will be permanently repaid), Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the net proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period;

        (5)   in the case of an incurrence, at any time during or after the Reference Period, of Indebtedness (including any Disqualified Capital Stock) with a floating interest or dividend rate shall be computed on a pro forma basis as if the rate applicable at the Transaction Date had been in effect from the beginning of the Reference Period to the Transaction Date, unless such Person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation that has the effect of fixing the interest rate or dividend rate on the date of computation, in which case such rate shall be used;

        (6)   for any Reference Period that includes any fiscal quarter ending on or prior to December 31, 2007, in calculating the Company's Consolidated EBITDA, there shall be excluded therefrom the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) relating to any facilities, assets or business of the Company and its Subsidiaries and MedSource and its Subsidiaries existing on the date the MedSource Acquisition is consummated that were deducted in such period in computing the Company's Consolidated Net Income during such Reference Period; provided that the amount of such charges or reserves excluded pursuant to this clause (6) shall not exceed $15.0 million in the aggregate from and after the date the MedSource Acquisition is consummated; and

        (7)   for any Reference Period that includes any fiscal quarter ending on or after June 30, 2003 and on or prior to September 30, 2004, in calculating the Company's Consolidated EBITDA, there shall be excluded therefrom the amount of any charges or expenses that were added to "EBITDA" in connection with the calculation of "Adjusted EBITDA" in the Offering Circular and for the fiscal quarters ended June 30, 2004 and September 30, 2004, up to $1.5 million of such charges or expenses (or similar charges or expenses) incurred by MedSource during such quarter, in each case that were deducted in such period in computing the Company's or MedSource's, as applicable, Consolidated Net Income during such Reference Period.

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        "Consolidated EBITDA" means, with respect to any Person, for any period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of:

        (1)   Consolidated income tax expense and any payments made to a parent entity pursuant to clause (k) of the second paragraph of the covenant described above under "Limitation on Restricted Payments;"

        (2)   Consolidated depreciation and amortization expense;

        (3)   Consolidated Fixed Charges;

        (4)   any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Guarantor owing to the Company or any Guarantor;

        (5)   without duplication, any other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period;

        (6)   any reasonable expenses or charges related to any equity offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture that was not consummated and, in each case, deducted during such Reference Period in computing Consolidated Net Income; and

        (7)   the amount of any expense relating to any minority interests of any Guarantors,

and to exclude (i) non-cash items increasing Consolidated Net Income of such Person for such period, excluding revenues accrued in the ordinary course of business and any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and (ii) the amount of all cash payments made by such Person or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period (excluding payments in respect of Interest Swap and Hedging Obligations); provided, that, except as already included in the calculation of Consolidated Net Income, consolidated income tax expense and depreciation and amortization of a Subsidiary that is not a Wholly Owned Subsidiary shall only be added to the extent of the equity interest of the Company in such Subsidiary.

        "Consolidated Fixed Charges" of any Person means, for any period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

        (a)   interest expensed or capitalized, paid on or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, in each case to the extent attributable to such period, including (1) original issue discount and non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Interest Swap and Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities" and amortization of costs for the issuance of Indebtedness) or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and Interest Swap and Hedging Obligations (excluding, for the avoidance of doubt, amounts due upon settlement of any such Interest Swap and Hedging Obligations);

        (b)   the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries of such Person

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to such Person or such Person's Wholly Owned Subsidiaries and than those paid solely in Equity Interests other than Disqualified Capital Stock); and

        (c)   the amount of dividends accrued or payable in respect of any Disqualified Capital Stock of such Person and its Subsidiaries (other than those paid solely in Equity Interests other than Disqualified Capital Stock).

        For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) without duplication, interest expense attributable to any Indebtedness represented by the guaranty by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

        "Consolidated Net Income" means, with respect to any Person for any period, the net income (or loss) of such Person and its Consolidated Subsidiaries (before preferred stock dividends and otherwise determined on a consolidated basis in accordance with GAAP) for such period, minus an amount equal to any payments made (x) to a parent entity pursuant to clause (k) and (y) to a parent entity pursuant to clause (l), in each case, of the second paragraph of the covenant described above under "Limitation on Restricted Payments" during such period, to the extent the expenses of such parent entity paid with the proceeds of such dividend would not otherwise reduce Consolidated Net Income, and adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

        (a)   all after-tax gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual;

        (b)   the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such Person's pro rata share of such Person's net income for such period;

        (c)   the net income, if positive, of any of such Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary;

        (d)   the cumulative effect of a change in accounting principles;

        (e)   any non-cash compensation charges or other non-cash expenses or charges arising from the grant, issuance, vesting or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change in any such stock, stock options or other equity-based awards;

        (f)    the amount of any non-cash charges or expenses relating to any restructuring deducted in such period in computing the net income (or loss) of the Company, except to the extent that such charges or reserves relate to a reserve or other item that is expected to be paid in cash at a later date;

        (g)   all unrealized gains and losses attributable to the movement in the mark to market valuation of Interest Swap and Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities"; and

        (h)   any impairment charges taken in accordance with Financial Accounting Standards Board Statement No. 142.

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        "Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

        "Continuing Director" means during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of our assets or of our parent entity, if such agreement was approved by a vote of such majority of directors); provided, that, for purposes hereof, committees of Parent referred to in clause (2) of the definition of "Board of Directors" shall not be considered in determining the Continuing Directors of Parent.

        "Credit Facilities" means each of (1) the Existing Credit Agreement and (2) the New Credit Agreement, in each case, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced, refinanced (in whole or in part) or otherwise modified from time to time by one or more agreements, facilities, instruments or debt securities (including, without limitation, debt securities sold into the capital markets) whether or not with the same agent, trustee, representative lenders or holders and whether or not previously repaid in full or in part for any period of time, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof. The term "Credit Facilities" shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or other modification to the Existing Credit Agreement, the New Credit Agreement and all refundings, refinancings and replacements of any credit facilities, including any agreements, facilities, instruments or debt securities:

        (1)   extending the maturity of any Indebtedness incurred thereunder or contemplated thereby;

        (2)   adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Company and its Subsidiaries and their respective successors and assigns;

        (3)   increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" or

        (4)   otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of the Indenture.

        Without limiting the generality of the foregoing, the term "Credit Facilities" shall include agreements in respect of Interest Swap and Hedging Obligations with Persons which, at the time such agreements were entered into, were lenders (or Affiliates thereof) party to any of the Credit Facilities.

        "Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

        "Designated Senior Indebtedness" means (A) so long as any Indebtedness is outstanding under the Credit Facilities, the Credit Facilities and (B) at any time at which no Indebtedness is outstanding

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under the Credit Facilities, any Senior Indebtedness with at least $25.0 million principal amount outstanding.

        "Disqualified Capital Stock" means with respect to any Person, (a) Equity Interests of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased including at the option of the holder thereof by such Person or any of its Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the notes and (b) any Equity Interests of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no redemption or repayment provisions. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Company may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Company's purchase of the notes as are required to be purchased pursuant to the provisions of the Indenture as described under "Repurchase at the Option of Holders."

        "Equity Interests" means Capital Stock or partnership, participation or membership interests and all warrants, options or other rights to acquire Capital Stock or partnership, participation or membership interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock or partnership, participation or membership interests).

        "Event of Loss" means, with respect to any property or asset, any (1) loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Exempted Affiliate Transaction" means (a) customary employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors and reasonable and customary directors fees, indemnification and similar arrangements and payments pursuant thereto, (b) transactions solely between or among the Company and any of its Subsidiaries or solely among Subsidiaries of the Company, (c) any payments made in connection with the Transactions, substantially as described in the Offering Circular, (d) payment of any Restricted Payment or any Investment in an Unrestricted Subsidiary, in each case, not prohibited by the Indenture, (e) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith, (f) any agreement as in effect as of the Issue Date or the date the MedSource Acquisition is consummated that was disclosed in the Offering Circular or any payment or transaction contemplated thereby, (g) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (h) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person, (i) any issuance of Equity Interests (other than Disqualified Capital Stock) of the Company to Affiliates of the Company or any Capital Contribution by Affiliates of the Company, (j) the provision of administrative services to any Unrestricted Subsidiary on substantially the same terms provided to Subsidiaries, (k) payment of any Tax Payments that are not prohibited by the Indenture, (l) transactions effected as part of a Qualified Securitization Transaction and (m) payments of customary fees by the Company or any of its Subsidiaries to Affiliates of DLJ Merchant Banking III, Inc. made for, or in connection with, any financial advisory, underwriting, and customary transactions with, placement services or in respect of other investment banking or commercial banking activities, including, without limitation, in connection

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with acquisitions or divestitures that are approved by a majority of the members of the Company's Board of Directors in good faith.

        "Existing Credit Agreement" means the Credit Agreement, dated as of May 31, 2000, by and among the Company, Bank of America, N.A., as administrative agent and the lenders and other agents party thereto, as amended through the Issue Date.

        "Existing Indebtedness" means the Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Facilities) in existence at the closing of the MedSource Acquisition (after giving effect to the Transactions), reduced to the extent such amounts are repaid, refinanced or retired.

        "Foreign Subsidiary" means any Subsidiary of the Company which is not organized under the laws of the United States, any state thereof or the District of Columbia.

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date. Notwithstanding the foregoing, Indebtedness, Preferred Stock, expenses, charges and other items of a Person that would be reflected in the Company's financial statements in accordance with GAAP and related rules and regulations promulgated by the Commission or the Public Company Accounting Oversight Board as a result of "push down" accounting (or similar principles) shall be disregarded for purposes of any calculation under the Indenture's covenants.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

        "Guarantor" means each of the Company's present and future Subsidiaries that at the time are guarantors of the notes in accordance with the Indenture.

        "Indebtedness" of any Person means, without duplication:

        (a)   all liabilities and obligations, contingent or otherwise, of such Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except those incurred in the ordinary course of its business that would constitute a trade payable to trade creditors;

        (b)   all liabilities and obligations, contingent or otherwise, of such Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit;

        (c)   all net obligations of such Person under Interest Swap and Hedging Obligations;

        (d)   all liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such Person has guaranteed or that is otherwise its legal liability or which are secured by any assets or property of such Person;

        (e)   any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and

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        (f)    all Disqualified Capital Stock of such Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends).

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value to be determined in good faith by the board of directors of the issuer of such Disqualified Capital Stock.

        The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount and (2) the principal amount thereof in the case of any other Indebtedness.

        "Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement, commodity hedging agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates, currency values or commodity prices and not for speculative purposes, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

        "Investment" by any Person in any other Person means (without duplication):

        (a)   the acquisition (whether by purchase, merger, consolidation or otherwise) by such Person (whether for cash, property, services, securities or otherwise) of Equity Interests, capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person;

        (b)   the making by such Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person), other than accounts receivable, endorsements for collection or deposits arising in the ordinary course of business;

        (c)   other than guarantees of Indebtedness of the Company or any Subsidiary to the extent permitted by the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," the entering into by such Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;

        (d)   the making of any capital contribution by such Person to such other Person; and

        (e)   the designation by the Board of Directors of any Person to be an Unrestricted Subsidiary.

        The Company shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary (or, if neither the Company nor any of its Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of the Company shall be deemed an Investment valued at its fair market value at the time of such transfer. The Company or any of its Subsidiaries shall be deemed to have made an Investment in a Person that is or was required to be a Guarantor if, upon the issuance, sale or other disposition of any portion of the Company's or the

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Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a Guarantor. The fair market value of each Investment shall be measured at the time made or returned, as applicable.

        "Issue Date" means the date of first issuance of the notes under the Indenture.

        "Junior Security" means any Qualified Capital Stock and any Indebtedness of the Company or a Guarantor, as applicable, that is contractually subordinated in right of payment to all Senior Indebtedness (and any securities issued in exchange for or in replacement of Senior Indebtedness) at least to the same extent as the notes or the Guarantee, as applicable, are subordinated to Senior Indebtedness pursuant to the Indenture and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the notes; provided, that in the case of subordination in respect of Senior Indebtedness under the Credit Facilities, "Junior Security" shall mean (except with the consent of the requisite lenders under the Credit Facilities) any Qualified Capital Stock and any Indebtedness of the Company or the Guarantor, as applicable, that:

        (1)   has a final maturity date occurring after the final maturity date of all Senior Indebtedness outstanding under the Credit Facilities (and any securities issued in exchange or replacement of such Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness;

        (2)   is unsecured;

        (3)   has an Average Life longer than the security for which such Qualified Capital Stock or Indebtedness is being exchanged; and

        (4)   by its terms or by law is subordinated to Senior Indebtedness outstanding under the Credit Facilities (and any securities issued in exchange for Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness at least to the same extent as the notes are subordinated to Senior Indebtedness pursuant to the Indenture (including, without limitation, with respect to payment blockage and turnover).

        "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

        "Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

        "Management Agreements" means shall mean the Management Agreement dated July 6, 1999 between KRG Capital Partners, LLC and Parent, as amended through the Issue Date, and that agreement to be entered into between DLJ Merchant Banking III, Inc. (or one of its Affiliates) and Parent on or prior to the consummation of the MedSource Acquisition, each as described in the Offering Circular, in each case, as such agreement may be amended from time.

        "Merger Consideration and Related Costs" means: (1) the cash consideration for the MedSource Acquisition payable by the Company to holders of MedSource's common stock and options and warrants to purchase common stock pursuant to the Merger Agreement, including any amounts payable as a result of any such holders' exercise of dissenters' rights; (2) the cash consideration for the other Transactions; and (3) all fees and expenses related to the foregoing and payable in connection with the Transactions, in each case, substantially as described in the Offering Circular.

        "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received by the Company in the case of a sale of Qualified Capital Stock or a Capital Contribution and by the Company and its Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants,

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rights and convertible or exchangeable debt) of the Company that were issued for cash on or after the Issue Date, the amount of cash originally received by the Company upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the direct costs relating to such Asset Sale or issuance of Qualified Capital Stock, including, without limitation, legal, accounting, investment banking and other professional fees, and brokerage and sales commissions and any relocation expenses incurred as a result thereof incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only less (1) the amount (estimated reasonably and in good faith by the Company) of income, franchise, sales and other applicable taxes required to be paid by the Company or any of its respective Subsidiaries in connection with such Asset Sale in the taxable year that such sale is consummated or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carry-forwards, and similar tax attributes, (2) cash payments attributable to Persons owning an interest (other than a Lien) in the assets subject to the Asset Sale, (3) any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liability associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and (4) any holdbacks with respect to indemnification obligations or purchase price adjustments pending receipt thereof.

        "New Credit Agreement" means the credit and guaranty agreement dated on or prior to the closing of the MedSource Acquisition, by and among the Company, the guarantors party thereto, certain financial institutions, Credit Suisse First Boston, acting through its Cayman Islands Branch, as sole lead arranger, sole book runner, collateral agent and administrative agent, and the other agents party thereto, providing for (A) an aggregate $194.0 million term loan facility, and (B) an aggregate $40.0 million revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith.

        "Non-Recourse Securitization Entity Indebtedness" has the meaning set forth in the definition of Securitization Entity.

        "Obligation" means any principal, premium or interest payment, or monetary penalty, or damages, due by the Company or any Guarantor under the terms of the notes or the Indenture, including any Liquidated Damages due pursuant to the terms of the Registration Rights Agreement.

        "Offering" means the offering of the notes by the Company.

        "Offering Circular" means the final Offering Circular, dated June 23, 2004, relating to the offer and sale of the 10% Series A Senior Subordinated Notes due 2012.

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in the Indenture.

        "Parent" means UTI Corporation, a Maryland corporation, or its successor.

        "parent entity" means any Person that directly or indirectly holds Voting Equity Interests of the Company with voting power, in the aggregate, at least equal to 80% of the voting power of the Voting Equity Interests of the Company.

        "Permitted Holders" means each of the Principals and any of their Related Parties.

        "Permitted Indebtedness" means:

        (a)   Indebtedness of the Company and the Guarantors, evidenced by the notes and the Guarantees issued pursuant to the Indenture up to the amounts being issued on the Issue Date

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and the exchange notes or guarantees issued in exchange for such notes and Guarantees, less any amounts repaid or retired;

        (b)   Refinancing Indebtedness incurred by the Company and the Subsidiaries, as applicable, with respect to any Existing Indebtedness or any Indebtedness (including Disqualified Capital Stock), described in clause (a) or incurred pursuant to the Debt Incurrence Ratio test of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock," or which was refinanced pursuant to this clause (b);

        (c)   Indebtedness incurred by the Company and its Subsidiaries solely in respect of bankers acceptances, reimbursement obligations with respect to letters of credit, performance bonds, bid and surety bonds and completion guarantees and Indebtedness in respect of workers' compensation claims in each case, to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness and incurred in the ordinary course of business;

        (d)   Indebtedness incurred by the Company that is owed to (borrowed from) any Subsidiary, and Indebtedness incurred by a Guarantor owed to (borrowed from) any other Guarantor or the Company; provided, that in the case of Indebtedness of the Company or a Guarantor payable to any Subsidiary that is not a Guarantor, such obligations shall be unsecured and contractually subordinated to payments then due in respect of the Company's obligations pursuant to the notes, and any event that causes any Subsidiary to which such Indebtedness is owed no longer to be a Subsidiary (including by designation to be an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such issuer of such Indebtedness and any guarantor thereof subject to the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;"

        (e)   guarantees by the Company or any Subsidiary of any Indebtedness or other obligations of the Company or any Subsidiary permitted to be incurred pursuant to the Indenture;

        (f)    Interest Swap and Hedging Obligations incurred by the Company or any of its Subsidiaries that are incurred for the purpose of fixing or hedging interest rate, currency or commodity risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable, liability or contractual provision the payment in respect of which is determined by reference to a foreign currency or commodity; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness to which such Interest Swap and Hedging Obligation relates;

        (g)   Indebtedness incurred by the Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within ten Business Days;

        (h)   Indebtedness incurred by the Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or Unrestricted Subsidiary of the Company in accordance with the terms of the Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary or Unrestricted Subsidiary for the purpose of financing such acquisition;

        (i)    Indebtedness incurred by the Company or any of its Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; provided such letter of credit was permitted to be issued under the covenant described above under the caption "—Limitation of Incurrence of Additional Indebtedness and Disqualified Capital Stock;"

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        (j)    Indebtedness incurred by the Company or any of its Subsidiaries, the net proceeds of which are used to satisfy, defease or discharge the notes as provided under the captions "Satisfaction and Discharge" and "Legal Defeasance and Covenant Defeasance;" and

        (k)   Indebtedness incurred by any Foreign Subsidiary that is owed to (borrowed from) the Company or any Subsidiary of the Company;

        "Permitted Investment" means:

        (a)   any Investment in any of the notes;

        (b)   any Investment in cash or Cash Equivalents;

        (c)   any Investment: (i) by the Company or any Subsidiary in the Company (excluding payments to any securityholder of the Company by a Subsidiary of the Company), (ii) by the Company or any Subsidiary in any Guarantor, (iii) by the Company or any Subsidiary in any Person if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Company or a Guarantor, (iv) by any Foreign Subsidiary of the Company in any Foreign Subsidiary of the Company, or (v) by any Foreign Subsidiary in any Person if as a result of such Investment such Person becomes a Foreign Subsidiary or such Person is merged with or into a Foreign Subsidiary of the Company;

        (d)   other Investments in any Person or Persons after the date that the MedSource Acquisition is consummated, provided, that after giving pro forma effect to each such Investment, the aggregate amount of all such Investments made on and after the Issue Date pursuant to this clause (d) that are outstanding (after giving effect to any such Investments that are returned to the Company or the Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (d) in such Person), at any time does not in the aggregate exceed the greater of (x) $20.0 million and (2) 3% of the Total Assets of the Company at the time of such Investment, in each case (measured by the value attributed to the Investment at the time made or returned, as applicable); provided, that after giving pro forma effect to any such Investment in an Unrestricted Subsidiary, the aggregate amount of all Investments in Unrestricted Subsidiaries pursuant to this clause (d) that are outstanding (after giving effect to any such Investments in Unrestricted Subsidiaries that are returned to the Company or the Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of such calculation, but only up to the amount of the Investments in Unrestricted Subsidiaries under this clause (d)) at any time does not exceed $10.0 million;

        (e)   any Investment in any Person solely in exchange for Qualified Capital Stock, Capital Stock of any parent entity or from a Capital Contribution or the Net Cash Proceeds of any substantially concurrent sale of the Company's Qualified Capital Stock or from any substantially concurrent Capital Contribution;

        (f)    any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Sale of Assets and Subsidiary Stock;"

        (g)   Investments represented by Interest Swap and Hedging Obligations;

        (h)   Investments in the form of advances to employees for travel, relocation and like expenses, in each case, consistent with the Company's past practices;

        (i)    Investments received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization,

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recapitalization or liquidation of any Person or the good faith settlement of debts of, or litigation or disputes with, any Person that is not an Affiliate;

        (j)    Investments in MedSource and its Subsidiaries at the time of the MedSource Acquisition; and

        (k)   Investments by the Company or any Subsidiary in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction which Investments consist of the transfer of receivables and related assets; provided, however, that any Investment in a Securitization Entity is in the form of (a) a Purchase Money Note, (b) an equity interest, (c) obligations of the Securitization Entity to pay the purchase price for assets transferred to it or (d) interests in either accounts receivable and related assets generated by the Company or a Subsidiary and, in each case, transferred to such Securitization Entity or other Person in connection with a Qualified Securitization Transaction.

        "Permitted Lien" means:

        (a)   Liens existing on the Issue Date;

        (b)   Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;

        (c)   statutory liens of carriers, warehousemen, mechanics, material men, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;

        (d)   Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

        (e)   easements, rights-of-way, zoning, similar restrictions and other similar encumbrances or title defects which, singly or in the aggregate, do not in any case materially detract from the value of the property, subject thereto (as such property is used by the Company or any of its Subsidiaries) or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

        (f)    Liens arising by operation of law in connection with judgments, only to the extent, for an amount and for a period not resulting in an Event of Default with respect thereto;

        (g)   pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;

        (h)   Liens securing the notes;

        (i)    Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Company or a Subsidiary or Liens securing Indebtedness incurred in connection with an acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;

        (j)    Liens arising from Purchase Money Indebtedness permitted to be incurred pursuant to of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital

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Stock" provided such Liens relate solely to the property which is subject to such Purchase Money Indebtedness;

        (k)   leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Company or any of its Subsidiaries or materially detracting from the value of the relative assets of the Company or any Subsidiary;

        (l)    Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any of its Subsidiaries in the ordinary course of business;

        (m)  Liens securing Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the holders than the terms of the Liens securing such refinanced Indebtedness, and provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

        (n)   Liens securing Senior Indebtedness (including under the Credit Facilities) incurred in accordance with the terms of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;"

        (o)   Liens securing Interest Swap and Hedging Obligations;

        (p)   Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock;" and

        (q)   any Lien securing Non-Recourse Securitization Entity Indebtedness of a Securitization Entity in connection with a Qualified Securitization Transaction.

        "Person" or "person" means any corporation, individual, limited liability company, joint stock company, joint venture, partnership, unincorporated association, governmental regulatory entity, country, state or political subdivision thereof, trust, municipality or other entity.

        "Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

        "Principals" means KRG Capital Partners, LLC and DLJ Merchant Banking III, Inc.

        "Pro Forma" or "pro forma" shall have the meaning set forth in Regulation S-X of the Securities Act unless otherwise specifically stated herein, except that, for purposes of calculating the Company's "Consolidated Coverage Ratio," such calculation shall include the reduction in costs and related adjustments that are or will be attributable to any Acquisition otherwise included in, or giving rise to, such calculation that are or will be (i) attributable to such Acquisition and calculated on a basis consistent with Regulation S-X of the Securities Act as in effect on the Issue Date, or (ii) implemented, or for which the steps necessary for implementation have been, or will be, taken by the Company or any of its Subsidiaries and are reasonably expected to occur, with respect to the Company, any Subsidiary of the Company or the business that was the subject of any such Acquisition, within 90 days after the date of the Acquisition, as if, all such reductions in costs and related adjustments had been effected as of the beginning of the applicable Reference Period.

        "Public Equity Offering" means an underwritten public offering pursuant to a registration statement filed with the Commission in accordance with the Securities Act of 1933, as amended, of common stock of a parent entity.

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        "Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after acquired real or personal tangible property which is incurred within 180 days following such acquisition, construction, installation or improvement and is secured only by the assets so financed. For the avoidance of doubt, it is understood and agreed that Purchase Money Indebtedness may be incurred under the Credit Facilities.

        "Purchase Money Note" means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

        "Qualified Capital Stock" means any Capital Stock of the Company that is not Disqualified Capital Stock.

        "Qualified Equity Offering" means (a) an underwritten public offering pursuant to a registration statement filed with the Commission in accordance with the Securities Act, or (b) a private placement (other than to an Affiliate of the Company) resulting in net cash proceeds of $50.0 million or more, in each case of (1) Equity Interests (other than Disqualified Capital Stock) of the Company or (2) Equity Interests of a parent entity (other than Disqualified Capital Stock), to the extent that the cash proceeds therefrom are used as a Capital Contribution to the Company.

        "Qualified Exchange" means:

        (1)   any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Company with the Net Cash Proceeds received by the Company made within 60 days of the sale of its Qualified Capital Stock (other than to a Subsidiary) or, to the extent used to retire Indebtedness (other than Disqualified Capital Stock) of the Company issued on or after the Issue Date, Refinancing Indebtedness of the Company;

        (2)   any issuance of Qualified Capital Stock of the Company in exchange for, or the proceeds of which are used to purchase, any Capital Stock or Indebtedness of the Company; or

        (3)   any issuance of Refinancing Indebtedness (including Disqualified Capital Stock) of the Company in exchange for, or the proceeds of which are used to purchase, Indebtedness (including Disqualified Capital Stock) of the Company.

        "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Securitization Entity, in the case of a transfer by the Company or any of its Subsidiaries, and (2) any other Person, in the case of a transfer by a Securitization Entity, or may grant a security interest in, any accounts receivable, whether now existing or arising or acquired in the future, of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets, including contract rights, that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

        "Recourse Indebtedness" means Indebtedness as to which either the Company or any of its Subsidiaries provides credit support of any kind (including any undertaking, agreement or instrument

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that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender.

        "Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the notes or the Indenture.

        "Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and sale of which are used within 60 days to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any Indebtedness (including the notes and Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing; provided, that (A) such Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Refinancing Indebtedness, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of holders of the notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the notes, and (D) such Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the holders of the notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased. For the avoidance of doubt, Indebtedness (other than Disqualified Capital Stock), shall not constitute "Refinancing Indebtedness" in connection with a Refinancing of Disqualified Capital Stock.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

        "Related Business" means the business conducted (or proposed to be conducted) by the Company and its Subsidiaries as of the Issue Date and any and all businesses that in the good faith judgment of the Board of Directors are materially related, ancillary or complementary businesses.

        "Related Business Asset" means assets (except in connection with the acquisition of a Subsidiary in a Related Business that becomes a Guarantor, other than notes, bonds, obligations and securities) and capital expenditures, in each case that, in the good faith reasonable judgment of the Board of Directors, will immediately constitute, be a part of, or be used in, a Related Business of the Company or a Subsidiary.

        "Related Party" with respect to either of the Principals means:

        (a)   any investment fund controlled by or under common control with such Principal, and any officer, director or employee of such Principal or any entity controlled by or under common control with such Principal;

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        (b)   any spouse or lineal descendant (including by adoption and stepchildren) of the officers, directors and employees referred to in clause (a) above; and

        (c)   any trust, corporation or partnership or other entity of which 80% in interest is held by beneficiaries, stockholders, partners or owners who are one or more of the persons described in clauses (a) or (b).

        "Restricted Investment" means, in one or a series of related transactions, any Investment, other than other Permitted Investments.

        "Restricted Payment" means, with respect to any Person:

        (a)   the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person or any parent entity of such Person;

        (b)   any payment (except to the extent made with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person or any parent entity of such Person;

        (c)   other than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness (other than the notes), directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness; and

        (d)   any Restricted Investment by such Person,

provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, (2) any dividend, distribution or other payment (in each case, that does not constitute an "Investment") to the Company, or to any Subsidiary of the Company, by the Company or any of its Subsidiaries, (3) any Investment in any Guarantor by the Company or any Subsidiary, (4) any Investment in the Company by any Subsidiary of the Company so long as the Company receives the proceeds of such Investment or (5) the payment of the Merger Consideration and Related Costs.

        "Securitization Entity" means a wholly owned subsidiary (or a wholly owned subsidiary of another Person in which the Company or any subsidiary of the Company makes an Investment and in which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and:

        (1)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

        (A)  is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

        (B)  is recourse to or obligates the Company or any Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

        (C)  subjects any property or asset of the Company or any Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction

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thereof, other than pursuant to Standard Securitization Undertakings; (such Indebtedness described in this clause (1), being referred to as "Non-Recourse Securitization Entity Indebtedness");

        (2)   with which neither the Company nor any Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity; and

        (3)   to which neither the Company nor any Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers' Certificate certifying that the designation complied with the preceding conditions and was permitted by the Indenture.

        "Senior Indebtedness" of the Company or any Guarantor means Indebtedness of the Company or such Guarantor arising under the Credit Facilities (including any fees, costs and other monetary obligation in respect of the Credit Facilities, and interest, whether or not allowable, accruing on Indebtedness incurred pursuant to the Credit Facilities after the filing of a petition initiating any proceeding under any bankruptcy, insolvency or similar law) or that, by the terms of the instrument creating or evidencing such Indebtedness, is expressly designated as Senior Indebtedness and made senior in right of payment to the notes or the applicable Guarantee and all obligations for principal, premium, interest, penalties, fees, indemnifications, expenses, reimbursements, damages and other amounts payable pursuant to the documentation governing or relating to such Indebtedness; provided, that in no event shall Senior Indebtedness include (a) Indebtedness to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary of the Company, (b) Indebtedness incurred in violation of the terms of the Indenture; provided, that Indebtedness under the Credit Facilities will not cease to be Senior Indebtedness as a result of this clause (b) if the lenders thereunder obtained a certificate from an executive officer of the Company on the date such Indebtedness was incurred certifying that the incurrence of such Indebtedness was not prohibited by the Indenture, (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, and (e) any liability for taxes owed or owing by the Company or such Guarantor.

        "Significant Subsidiary" shall mean any Subsidiary or group of Subsidiaries that would constitute a "significant subsidiary" of the Company as defined in Regulation S-X of the Securities Act, as in effect on the Issue Date.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary that are reasonably customary in an accounts receivable securitization transaction, including servicing of the obligations thereunder.

        "Stated Maturity," when used with respect to any note, means July 15, 2012.

        "Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor that is subordinated in right of payment by its terms or the terms of any document or instrument relating thereto to the notes or such Guarantee, as applicable, in any respect.

        "Subsidiary," with respect to any Person, means (1) a corporation with a majority of the voting power of its Voting Equity Interests, at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such

127

Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority of the voting power of its Voting Equity Interests, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority economic ownership interest. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of the Company or of any Subsidiary of the Company. Unless the context requires otherwise, Subsidiary means each direct and indirect Subsidiary of the Company.

        "Transactions" shall mean the "Transactions" as described in the Offering Circular.

        "Total Assets" means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries.

        "Unrestricted Subsidiary" means any subsidiary of the Company that does not directly, indirectly or beneficially own any Capital Stock of, and Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company and that, at the time of determination, shall be an Unrestricted Subsidiary (as designated by the Board of Directors); provided, that such Subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company (unless in compliance with the covenant captioned "Affiliate Transactions"); (c) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Company could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of the covenant "Limitation on Incurrence of Additional Indebtedness and Disqualified Capital Stock." Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "U.S. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

        "Voting Equity Interests" of any Person means Equity Interests of such Person then outstanding that at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

        "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying Shares) are owned by the Company or one or more Wholly Owned Subsidiaries of the Company or a combination thereof.

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BOOK-ENTRY, DELIVERY AND FORM

        The old notes were offered and sold to qualified institutional buyers in reliance on Rule 144A ("Rule 144A Notes"). The old notes also were offered and sold in offshore transactions in reliance on Regulation S ("Regulation S Notes"). Except as set forth below, the old notes were, and the exchange notes will be, issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

        Rule 144A Notes initially were represented by one or more notes in registered, global form without interest coupons (collectively, the "Rule 144A Global Notes"). Regulation S Notes initially were represented by one or more notes in registered, global form without interest coupons (collectively, the "Regulation S Global Notes"). The exchange notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Rule 144A Global Notes and the Regulation S Global Notes were, and the Global Notes will be, deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

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(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Certain investors in the Global Notes that present the old notes must initially hold their interests therein through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After forty days from the closing of the offering of the old notes, such investors may also hold interests in such Global Notes through Participants other than Euroclear and Clearstream. Euroclear and Clearstream hold interests in such Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./ N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream.

        Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Company and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the trustee nor any agent of the Company or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither the Company nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

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        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A Global Notes, the Regulation S Global Notes and the Global Notes, among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

(1)

DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary;



(2)

We, at our option, notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or



(3)

There has occurred and is continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and (except for Certificated Notes issued in respect of Regulation S after the 40-day distribution compliance period) will bear the applicable restrictive legend referred to in "Transfer Restrictions," unless that legend is not required by applicable law.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium, if any, and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in The PORTAL Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

131

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following discussion summarizes material United States federal income tax consequences to original investors in the notes who exchange old notes for exchange notes pursuant to the exchange offer and the ownership and disposition of the exchange notes thereafter. The following discussion does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986 (the "Code"), United States Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. The discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, dealers in securities, S corporations or partnerships, expatriates, tax-exempt organizations, persons holding the notes as part of a straddle, hedge or conversion transaction, and persons with a functional currency other than the U.S. dollar. In addition, this discussion is limited to persons who purchased the old notes for cash pursuant to the initial offering thereof at the original issue price. Moreover, the effect of any applicable state, local or foreign tax laws or of United States federal tax law other than income taxation is not discussed. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code.

        As used herein, "United States Holder" means a beneficial owner of notes who, or that is:

(1)

a citizen or resident of the United States,



(2)

a corporation (or other entity treated as a corporation for United States federal income tax purposes), created or organized in or under the laws of the United States or a political subdivision thereof,



(3)

an estate, the income of which is subject to United States federal income taxation regardless of its source, or



(4)

a trust if (i) (A) a United States court is able to exercise primary supervision over the administration of the trust and (B) one or more United States persons have authority to control all substantial decisions of the trust, or (ii) the trust was in existence on August 20, 1996 and has elected to continue to be treated as a United States person.

        As used herein, a "non-United States Holder" means a beneficial owner of notes, other than a partnership (or other entity treated as a partnership for United States federal income tax purposes), who or that is not a United States Holder.

        If a partnership (including for this purpose any entity treated as a partnership for United States tax purposes) is a beneficial owner of notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder of notes that is a partnership, and partners in such partnership, are urged to consult their tax advisors about the United States federal income tax consequences of exchanging old notes for exchange notes and owning and disposing of the notes.

        We have not sought and will not seek any rulings from the Internal Revenue Service (the "IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of old notes for exchange notes or the ownership or disposition of the notes or of the exchange offer or that any such position would not be sustained.

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Persons considering the exchange of old notes for exchange notes are urged to consult their tax advisors with regard to the application of the tax consequences discussed below to their particular situations, as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws.

Exchange Offer

        The exchange of old notes for exchange notes pursuant to the exchange offer will not result in a taxable exchange of the notes for United States federal income tax purposes and holders will not recognize any gain or loss upon receipt of the exchange notes. Accordingly, the holding period of an exchange note will include the holding period of the note exchanged therefor and the adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the note exchanged at the time of the exchange.

United States Holders

Interest

        Interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that it is paid or accrued, in accordance with the United States Holder's method of accounting for United States federal income tax purposes.

Sale or Retirement of a Note

        A United States Holder of a note will recognize gain or loss upon the sale, retirement, redemption or other taxable disposition of such note in an amount equal to the difference between:

(1)

the amount of cash and the fair market value of other property received in exchange therefor (other than amounts attributable to accrued but unpaid stated interest, which will be subject to tax as ordinary income to the extent not previously included in income); and



(2)

the United States Holder's adjusted tax basis in such note. A United States Holder's adjusted tax basis in a note will, in general, be the price paid for the note by the United States Holder.

        Any gain or loss recognized will generally be capital gain or loss, and such capital gain or loss will generally be long-term capital gain or loss if the note has been held by the United States Holder for more than one year. Long-term capital gain for non-corporate taxpayers is subject to reduced rates of United States federal income taxation. The deductibility of capital losses is subject to certain limitations.

Non-United States Holders

Interest

        Interest paid to a non-United States Holder of the notes will not be subject to United States federal withholding tax under the "portfolio interest exception," provided that:

(1)

the non-United States Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock,



(2)

the non-United States Holder is not



(A)

a controlled foreign corporation that is related to us through stock ownership or



(B)

a bank that received the note on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

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(3)

the beneficial owner of the note provides a certification, signed under penalties of perjury, that it is not a United States person. Such certification is generally made on an IRS Form W-8BEN or a suitable substitute form.

        Interest paid to a non-United States Holder that does not qualify for the portfolio interest exception and that is not effectively connected to a United States trade or business will be subject to United States federal withholding tax at a rate of 30%, unless a United States income tax treaty applies to reduce or eliminate withholding.

        A non-United States Holder will generally be subject to tax in the same manner as a United States Holder with respect to interest if such amounts are effectively connected with the conduct of a trade or business by the non-United States Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-United States Holder. Such effectively connected income received by a non-United States Holder which is a corporation may in certain circumstances be subject to an additional "branch profits tax" at a 30% rate or, if applicable, a lower treaty rate.

        To claim the benefit of a lower treaty rate or to claim exemption from withholding because the income is effectively connected with a United States trade or business, the non-United States Holder must provide a properly executed IRS Form W-8BEN or IRS Form W-8ECI (or a suitable substitute form), as applicable. Such certificate must contain, among other information, the name and address of the non-United States Holder.

        Non-United States Holders are urged to consult their tax advisors regarding applicable income tax treaties, which may provide different rules.

Sale of Notes

        A non-United States Holder generally will not be subject to United States federal income tax or withholding tax on gain realized on the sale or exchange of a note unless:

(1)

the non-United States Holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale or exchange and certain other conditions are met, or



(2)

the gain is effectively connected with the conduct of a trade or business of the non-United States Holder in the United States and, if an applicable tax treaty so provides, such gain is attributable to a United States permanent establishment maintained by such holder.

        A non-United States Holder will generally be subject to tax in the same manner as a United States Holder with respect to gain realized on the sale or exchange of a note if such gain is effectively connected with the conduct of a trade or business by the non-United States Holder in the United States and, if an applicable tax treaty provides, such gain is attributable to a United States permanent establishment maintained by the non-United States Holder. In certain circumstances, a non-United States Holder which is a corporation will be subject to an additional "branch profits tax" at a 30% rate or, if applicable, a lower treaty rate on such income.

Information Reporting and Backup Withholding

        Certain non-corporate United States Holders may be subject to information reporting requirements on payments of principal and interest on a note and payments of the proceeds of the sale of a note, and backup withholding tax at the applicable rate may apply to such payments if the United States Holder:

(1)

fails to furnish an accurate taxpayer identification number ("TIN") to the payor in the manner required,

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(2)

is notified by the IRS that it has failed to properly report payments of interest or dividends, or



(3)

under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and that it has not been notified by the IRS that it is subject to backup withholding.

        A non-United States Holder is generally not subject to backup withholding if it certifies as to its status as a non-United States Holder under penalties of perjury or otherwise establishes an exemption, provided that neither we nor our paying agent has actual knowledge or reason to know that the non-United States Holder is a United States person or that the conditions of any other exemptions are not, in fact, satisfied. However, information reporting requirements will apply to payments of interest to non-United States Holders. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-United States Holder resides.

        The payment of the proceeds from the disposition of notes to or through the United States office of any broker, United States or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-United States status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the non-United States Holder is a United States person or that the conditions of any other exemption are not, in fact, satisfied.

        The payment of the proceeds from the disposition of a note to or through a non-United States office of a non-United States broker that is not a "United States related person," generally will not be subject to information reporting or backup withholding. For this purpose, a "United States related person" is:

(1)

a controlled foreign corporation for United States federal income tax purposes,



(2)

a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or for such part of the period that the broker has been in existence, is derived from activities that are effectively connected with the conduct of a United States trade or business, or



(3)

a foreign partnership that is either engaged in the conduct of a trade or business in the United States or of which 50% or more of its income or capital interests are held by United States persons.

        In the case of the payment of proceeds from the disposition of notes to or through a non-United States office of a broker that is either a United States person or a United States related person, the payment may be subject to information reporting unless the broker has documentary evidence in its files that the owner is a non-United States Holder and the broker has no knowledge or reason to know to the contrary. Backup withholding will not apply to payments made through foreign offices of a broker that is a United States person or a United States related person (absent actual knowledge that the payee is a United States person).

        Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a refund or a credit against such holder's United States federal income tax liability, provided that the requisite procedures are followed.

        Holders of notes are urged to consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer exchange notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by all persons subject to the prospectus delivery requirements of the Securities Act including broker-dealers in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities and may be used by us to purchase any old notes outstanding after expiration of the exchange offer. We and the Guarantors agreed that, for a period of 180 days after the expiration date, we and they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2004, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We and the Guarantors will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date we and the Guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We and the Guarantors have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The legality of the securities being offered hereby will be passed upon for us by Hogan & Hartson L.L.P., Denver, Colorado.

EXPERTS

        The consolidated financial statements of MDMI and its subsidiaries as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.

        The consolidated financial statements of MedSource and its subsidiaries at June 30, 2003 and 2002 and for each of the three years in the period ended June 30, 2003, appearing in this prospectus and the registration statement to which it relates, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 (Commission File. No. 333-            ) with respect to the exchange notes. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement including the exhibits and schedules for further information about us, the guarantors and the exchange notes. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will file annual, quarterly and current reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC's public reference room at the following address:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

        Please call the SEC at 1-800-SEC-0330 for further information on the operations of the public reference room. Our SEC filings are also available at the SEC's web site at http://www.sec.gov.

        You can obtain a copy of any of our filings, at no cost, by writing to or telephoning us at the following address:

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, Pennsylvania 19426
Attention: Secretary
(610) 489-0300

        To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

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INDEX TO FINANCIAL STATEMENTS

Medical Device Manufacturing, Inc. Consolidated Financial Statements

MedSource Technologies, Inc. Consolidated Financial Statements

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of Medical Device Manufacturing, Inc.:

        In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholder's equity and cash flows present fairly, in all material respects, the financial position of Medical Device Manufacturing, Inc. and its subsidiaries ("the Company") at December 31, 2003 and December 31, 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

February 17, 2004, except Notes 17 and 18 for which the date is August 25, 2004.

F-2

MEDICAL DEVICE MANUFACTURING, INC.

Consolidated Balance Sheets

As of December 31, 2003 and 2002

(in thousands, except share data)

		2003			2002
Assets
Current assets:
	Cash and cash equivalents	$	3,974		$	5,877
	Receivables, net of allowance for doubtful accounts of $974 and $581, respectively		20,661			16,570
	Inventories		28,776			21,970
	Prepaid expenses and other		1,764			939
	Deferred income taxes		—			5,627
Total current assets			55,175			50,983
Property, plant and equipment, net			39,258			37,836
Deferred income taxes			—			6,173
Goodwill, net			113,855			67,680
Intangible and other assets, net			70,847			73,103
Total assets		$	279,135		$	235,775
Liabilities and stockholder's equity
Current liabilities:
	Current portion of long-term debt	$	12,370		$	11,419
	Accounts payable		7,574			4,695
	Accrued payroll and benefits		5,784			4,058
	Accrued interest		692			1,290
	Accrued expenses, other		46,119			4,556
Total current liabilities			72,539			26,018
Note payable and long-term debt			123,876			132,992
Other long-term liabilities			13,314			12,006
Total liabilities			209,729			171,016
Commitments and contingencies (Note 16)
Redeemable and convertible preferred stock			12,593			540
Stockholder's equity:
	Common stock, par value $.01 per share, 1,000 shares authorized and 100 shares issued and outstanding		—			—
	Accumulated other comprehensive income (loss)		1,324			(131	)
	Additional paid-in capital		115,472			109,529
	Retained earnings (deficit)		(59,983	)		(45,179	)
Total stockholder's equity			56,813			64,219
Total liabilities and stockholder's equity		$	279,135		$	235,775

The accompanying notes are an integral part of these financial statements.

F-3

MEDICAL DEVICE MANUFACTURING, INC.

Consolidated Statements of Operations

For the years ended December 31, 2003, 2002 and 2001

(in thousands)

		2003			2002			2001
Net sales		$	174,223		$	135,841		$	137,488
Cost of sales			121,029			96,740			88,974
Gross profit			53,194			39,101			48,514
Selling, general and administrative expenses			28,612			23,548			27,040
Research and development expenses			2,603			2,380			2,106
Restructuring and other charges			1,487			2,440			—
Impairment of goodwill and intangibles			—			21,725			—
Amortization of intangibles			4,828			4,703			10,067
Income (loss) from operations			15,664			(15,695	)		9,301
Other income (expense):
	Interest expense, net		(16,587	)		(16,923	)		(17,802	)
	Other		(9	)		61			(1	)
Total other expense			(16,596	)		(16,862	)		(17,803	)
Loss before income taxes			(932	)		(32,557	)		(8,502	)
Income tax expense (benefit)			13,872			(5,145	)		(1,504	)
Net loss		$	(14,804	)	$	(27,412	)	$	(6,998	)

The accompanying notes are an integral part of these financial statements.

F-4

MEDICAL DEVICE MANUFACTURING, INC.

Consolidated Statements of Stockholder's Equity

For the years ended December 31, 2003, 2002 and 2001

(in thousands, except share data)

									Accumulated other comprehensive income (loss)
			Common Stock Voting
						Additional paid-in capital			Cumulative translation adjustment			Minimum pension liability			Gain (loss) on derivative instruments			Retained earnings (deficit)			Total Stockholder's equity
			Shares	Amount
Balance, January 1, 2001			100	$	—	$	105,671		$	20		$	(38	)	$	—		$	(10,769	)	$	94,884
	Comprehensive income (loss):
		Net loss	—		—		—			—			—			—			(6,998	)		(6,998	)
		Cumulative translation adjustment	—		—		—			(232	)		—			—			—			(232	)
		Cumulative effect of change in accounting principle-SFAS No. 133 (net of tax benefits of $485)	—		—		—			—			—			(727	)		—			(727	)
		Reclassification of net losses on derivative instruments (net of tax benefits of $416)	—		—		—			—			—			624			—			624
		Net loss on derivative instruments (net of tax benefits of $844)	—		—		—			—			—			(1,266	)		—			(1,266	)
		Minimum pension liability	—		—		—			—			(83	)		—			—			(83	)
	Total comprehensive loss																					(8,682	)
	Acquisitions		—		—		3,086			—			—			—			—			3,086
	Warrants exercised				—		151			—			—			—			—			151
	Stock options		—		—		109			—			—			—			—			109
	Value of Star Guide stock appreciation rights		—		—		325			—			—			—			—			325
	Change in value of phantom stock related to Noble-Met acquisition		—		—		(35	)		—			—			—			—			(35	)
Balance, December 31, 2001			100	$	—	$	109,307		$	(212	)	$	(121	)	$	(1,369	)	$	(17,767	)	$	89,838
	Comprehensive income (loss):
		Net loss	—		—		—			—			—			—			(27,412	)		(27,412	)
		Cumulative translation adjustment	—		—		—			959			—			—			—			959
		Net gain on derivative instruments (net of tax expense of $475)	—		—		—			—			—			712			—			712
		Minimum pension liability	—		—		—			—			(100	)		—			—			(100	)
	Total comprehensive loss																					(25,841	)
	Stock options		—		—		222			—			—			—			—			222
Balance, December 31, 2002			100	$	—	$	109,529		$	747		$	(221	)	$	(657	)	$	(45,179	)	$	64,219
	Comprehensive income (loss):
		Net loss	—		—		—			—			—			—			(14,804	)		(14,804	)
		Cumulative translation adjustment	—		—		—			836			—			—			—			836
		Net gain on derivative instruments (net of tax expense of $438)	—		—		—			—			—			657			—			657
		Minimum pension liability	—		—		—			—			(38	)		—			—			(38	)
	Total comprehensive loss																					(13,349	)
	Value of warrants issued in connection with Class C Redeemable Preferred Stock		—		—		6,164			—			—			—			—			6,164
	Change in phantom stock valuation		—		—		(412	)		—			—			—			—			(412	)
	Stock options		—		—		191			—			—			—			—			191
Balance, December 31, 2003			100	$	—	$	115,472		$	1,583		$	(259	)	$	—		$	(59,983	)	$	56,813

The accompanying notes are an integral part of these financial statements.

F-5

MEDICAL DEVICE MANUFACTURING, INC.

Consolidated Statements of Cash Flows

For the years ended December 31, 2003, 2002 and 2001

(in thousands)

				2003			2002			2001
Cash flows from operating activities:
	Net loss			$	(14,804	)	$	(27,412	)	$	(6,998	)
		Adjustments to reconcile net loss to net cash flows from operating activities—
			Depreciation and amortization of intangibles		11,591			10,858			15,455
			Amortization of debt discounts and non-cash interest accrued		7,095			6,166			5,609
			Loss on restructuring and other charges, net of cash expended		(363	)		1,152			—
			Impairment charge		—			21,725			—
			Loss (gain) on disposal of property and equipment		10			719			11
			Deferred income taxes		12,324			(5,239	)		(1,737	)
			Non cash compensation charge		(309	)		222			109
			Write up of acquired inventory and sale thereof		—			—			236
			Increase in inventory reserves		623			3,629			499
		Changes in operating assets and liabilities excluding effects of acquisitions—
			Receivables		(565	)		12			708
			Inventories		(5,718	)		3,465			(1,228	)
			Prepaid expenses and other		(695	)		(228	)		(122	)
			Accounts payable and accrued expenses		5,203			(381	)		(2,730	)
	Other, net				—			(666	)		(450	)
Net cash provided by operating activities				$	14,392		$	14,022		$	9,362
Cash flows from investing activities:
	Capital expenditures			$	(6,371	)	$	(6,218	)	$	(6,497	)
	Proceeds from sale of equipment				93			398			14
	Acquisitions, net of cash acquired				(14,390	)		(3,316	)		(7,680	)
	Other noncurrent assets				298			(310	)		—
Net cash used in investing activities					(20,370	)		(9,446	)		(14,163	)
Cash flows from financing activities:
	Indebtedness—
		Borrowings			8,000			11,500			10,750
		Repayments			(22,067	)		(12,470	)		(14,000	)
		Deferred financing fees			(673	)		(547	)		(276	)
	Capital infusion from parent related to acquisitions				18,717			—			3,087
Net cash provided by (used in) financing activities					3,977			(1,517	)		(439	)
Effect of exchange rate changes in cash					98			—			—
Net increase (decrease) in cash and cash equivalents					(1,903	)		3,059			(5,240	)
Cash and cash equivalents, beginning of year					5,877			2,818			8,058
Cash and cash equivalents, end of year				$	3,974		$	5,877		$	2,818
Supplemental disclosure:
	Cash paid for interest			$	9,985		$	10,178		$	13,932
	Cash paid for income taxes				275			283			330
Supplemental disclosure of non-cash investing activities:
	Cash paid for businesses acquired:
		Working capital net of cash acquired of $1,166, $0, and $181, respectively		$	1,892		$	—		$	637
		Property, plant and equipment			1,272			—			800
		Goodwill and intangible assets			49,231			—			5,607
		Long-term liabilities			(969	)		—			—
		Change in accrued expenses for acquisitions related to earn-out and expense payments			(37,036	)		3,316			636
				$	14,390		$	3,316		$	7,680

The accompanying notes are an integral part of these financial statements.

F-6

MEDICAL DEVICE MANUFACTURING, INC.

Notes to Consolidated Financial Statements

1.    Summary of significant accounting policies:

Principles of consolidation

        The consolidated financial statements include the accounts of Medical Device Manufacturing, Inc. and its wholly owned subsidiaries (the Company). All significant intercompany transactions have been eliminated.

        The Company is a wholly-owned subsidiary of UTI Corporation (UTI). UTI is a holding company with no operations and whose only asset is the stock of the Company. Proceeds from the issuance of debt and sale of stock of UTI were used by the Company for acquisitions of subsidiaries. Accordingly, in compliance with provisions of Staff Accounting Bulletin 54 (Topic 5-J) the accompanying financial statements reflect the push down of UTI's debt and related interest expense and UTI's equity.

        UTI allocates all interest and costs to the Company as all debt had been pushed down. Management believes the methods of allocation are reasonable.

        The financial information included herein may not reflect the consolidated financial position, operating results, changes in stockholder's equity and cash flows of the Company in the future or what they would have been had the Company been a separate stand-alone entity during the periods presented.

        The Company's operating results historically have been included in UTI's consolidated United States and state income tax returns and in tax returns of certain foreign subsidiaries. The provision for income taxes in the Company's financial statements have been determined on a separate return basis. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets in liabilities and their reported amounts. No formal tax sharing agreement exists between the Company and UTI.

Nature of operations

        The Company is engaged in providing product development and design, custom manufacturing of components, assembly of finished devices and supply chain manufacturing services primarily for the medical device industry. Sales are focused in both domestic and European markets.

Major customers and concentration of credit

        Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable. A significant portion of the Company's customer base is comprised of companies within the medical industry. The Company does not require collateral from its customers. The Company's largest customer represents approximately 25% of consolidated net sales for the year ended 2003. Sales to that customer are comprised of different products, shipping to several locations, which thus reduces the Company's exposure to the loss of the entire business with this customer. One customer represented approximately 10% of consolidated net sales for the year ended 2002. However, the loss of one or more of the Company's largest customers would most likely have a negative short-term impact on the Company's results of operations.

Foreign currency translation

        The Company has established manufacturing facilities in Europe and Mexico. The functional currency of each of these facilities is the respective local currency. Assets and liabilities of the Company's foreign facilities are translated into U.S. dollars using the current rate of exchange existing

F-7

at period-end, while revenues and expenses are translated at average monthly exchange rates. Translation gains and losses are recorded as a component of accumulated other comprehensive income (loss) within stockholder's equity. Transaction gains and losses are included in other income (expense), net. Currency transaction gains and losses included in operating results for the years ended December 31, 2003, 2002 and 2001, were not significant.

Cash and cash equivalents

        Cash and cash equivalents includes $112,381 at December 31, 2003 of short-term investments in corporate bonds and mutual funds with a readily determinable fair value and are carried at market value.

Inventories

        Inventories are stated at the lower of cost (on first-in, first-out basis) or market and include the cost of materials, labor and manufacturing overhead. Scrap resulting from the manufacturing process is valued in inventory at the estimated price which will be received from the refinery.

Property, plant and equipment

        Property, plant and equipment consists of (in thousands):

	December 31
	2003			2002
Land	$	1,775		$	1,775
Buildings and improvements		9,424			8,220
Machinery and equipment		47,267			40,745
Construction in progress		2,043			1,371
		60,509			52,111
Less—Accumulated depreciation		(21,251	)		(14,275	)
Property, plant and equipment, net	$	39,258		$	37,836

        Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures which significantly increase value or extend useful lives are capitalized and replaced properties are retired. Depreciation is calculated principally by the use of straight-line method over the estimated useful lives of depreciable assets. Accelerated methods are used for tax purposes.

        Amortization of leasehold improvements is calculated by use of the straight-line method over the shorter of the lease terms, including renewal options expected to be exercised, or estimated useful lives of the equipment. Useful lives of depreciable assets, by class, are as follows:

Buildings and improvements	20 years
Machinery and equipment	3 to 12 years
Leasehold improvements	3 to 18 years
Computer equipment and software	3 to 5 years

F-8

        Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any gain or loss on disposal is credited or charged to earnings. Capitalized interest in connection with constructing property and equipment was not significant. Depreciation expense was $6.8 million, $6.2 million and $5.4 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Goodwill

        Goodwill represents the excess of cost over fair value of the net assets of acquired businesses. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. As required by SFAS No. 142, the Company discontinued amortizing the remaining balance of goodwill. Prior to January 1, 2002, goodwill had been amortized over 20 years on a straight-line basis.

        As required by SFAS No. 142, goodwill is subject to an annual impairment test (or more often if impairment indicators arise), using a fair value-based approach. The Company has elected October 31 the annual impairment assessment date for all reporting units, and will perform additional impairment tests when triggering events occur.

Other intangible assets

        Other intangible assets primarily include developed technology and know how, customer contracts and customer base obtained in connection with the acquisitions. The valuations were based on appraisals based on assumptions made by management using estimated future operating results and cash flows of the underlying business operations.

        Amortization periods are as follows:

	Amortization Period
Developed technology and know how	15 to 20 years
Customer contracts	6 years
Customer base	20 years
Non-compete agreements	3-5 years

Research and development costs

        Research and development costs are expensed as incurred.

Accounting for derivative instruments and hedging activities

        The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an amendment of FASB Statement No. 133" on January 1, 2001. Effective with the adoption of this pronouncement, the Company recognizes all derivatives on the balance sheet at fair value. On the date the derivative instrument is entered into, the company determines the hedge designation. Cash flow hedge designation is given to derivatives that hedge a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. Changes in

F-9

the fair value of a derivative that is designated as, and meets all the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the underlying hedged item affects earnings. Also, changes in the entire fair value of a derivative that is not designated as a hedge are recorded immediately in earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes relating all derivatives that are designated as cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions.

        The Company currently has no outstanding interest rate swap agreements. At December 31, 2002, the Company had three outstanding interest rate swap agreements to effectively convert LIBOR-based variable rate debt to fixed rate debt. At December 31, 2002, the notional amount of the contracts in place was $36.0 million. The contracts matured on July 10, 2003. The Company received variable rate payments (equal to the three month LIBOR rate) from third parties during the term of the contracts and was obligated to pay fixed interest rate payments (7.13%) to the third parties during the term of the contracts.

        At December 31, 2002, $1.1 million was recorded in other long-term liabilities to reflect the amount the Company would pay if it were to terminate the interest rate swap agreements. In 2003, 2002 and 2001, the net loss resulting from cash flow hedge ineffectiveness was not significant. There are no transactions or other events that will result in the reclassification into earnings of gains or loss that are reported in accumulated other comprehensive income (loss) within the next twelve months.

Income taxes

        The Company accounts for income taxes under the provisions of SFAS No. 109 "Accounting for Income Taxes," which requires the use of the liability method in accounting for deferred taxes. If it is more likely than not that some portion, or all, of a deferred tax asset will not be realized, a valuation allowance is recognized.

Other assets

        The cost of obtaining financing has been deferred and is being amortized on a straight-line basis over the life of the associated obligations. Additionally, the Company capitalizes and defers direct and incremental costs associated with proposed business combinations, primarily consisting of fees paid to outside legal counsel and accounting advisors and other third parties, related to due diligence performed on the target companies. Upon the successful closure of an acquisition, the Company includes capitalized costs as part of the overall purchase price. Deferred acquisition costs where the Company has determined that it is unlikely that the business combination will be completed are written off when such determination is made.

Stock-based compensation

        The Company accounts for stock options issued to employees using the intrinsic value method of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation expense is recorded over the vesting period for stock options granted at an exercise price less than the then current fair value of the underlying stock.

F-10

        For options granted at the end of 2001 and 2002, the grant date market value was greater than the exercise price. The difference between the grant date market value and the exercise price is recorded as compensation expense over the vesting period of the options. Expenses of $191,361, $222,809 and $108,941 were recorded in 2003, 2002 and 2001, respectively. Had compensation expense for the stock option plans been determined consistent with the provisions of SFAS No. 123, the Company's net loss would have been the pro forma amounts indicated below (in thousands):

	Year ended December 31
	2003			2002			2001
Net loss as reported	$	(14,804	)	$	(27,412	)	$	(8,760	)
Less total stock compensation expense—fair value method net of tax		(718	)		(380	)		(355	)
Pro forma net loss	$	(15,522	)	$	(27,792	)	$	(9,115	)

        The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following range of assumptions used for the option grants which occurred during the years ended December 31, 2003, 2002 and 2001:

	Year ended December 31
	2003		2002		2001
Volatility	38.75	%	45.76	%	39.05	%
Risk-free interest rate	4.15	%	4.95	%	4.78	%
Expected life in years	8		8		8
Dividend yield	0		0		0

Revenue recognition

        The Company records sales upon product shipment, when title passes to the customer, or if products are shipped on consignment, when the customer uses the product. Revenues are recognized for services when services are performed.

        Amounts billed for shipping and handling fees are classified as sales in the consolidated income statement. Costs incurred for shipping and handling are classified as cost of sales.

Use of estimates in the preparation of financial statements

        The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New accounting standards

        On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Statement also

F-11

supersedes Accounting Principles Board Opinion (APB) No. 30 provisions related to the accounting and reporting for the disposal of a segment of a business. This Statement establishes a single accounting model, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale. The Statement retains most of the requirements in SFAS No. 121 related to the recognition of impairment of long-lived assets to be held and used.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses the timing and amount of costs recognized as a result of restructuring and similar activities. The Company will apply SFAS No. 146 prospectively to activities initiated after December 31, 2002. SFAS No. 146 had no significant impact at the point of adoption on the Company's consolidated financial position, results of operations or cash flows.

        In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new Statement requires that those instruments be classified as liabilities in statements of financial position. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management does not expect the adoption of SFAS No. 150 to have a material impact on its consolidated financial position, results of operations or cash flows.

Reclassifications

        Certain prior years' amounts have been reclassified to conform to the current year's presentation.

2.    Acquisitions:

        On February 28, 2003, the Company acquired all of the shares of capital stock of Venusa, Ltd. and Venusa de Mexico, S.A. de C.V. ("Venusa") with facilities located in El Paso, Texas and Juarez, Mexico for approximately $18.5 million, including transaction costs of approximately $1.0 million. The purchase price was paid in cash of $15.7 million and $2.8 million due to be paid in 2004 in a combination of cash and issuance of Class A-7 5% Convertible Preferred Stock of UTI. The payment must be at least 25% cash and 25% stock, with the balance paid in any combination of cash or stock, at the Company's determination. The Stock Purchase Agreement also provides for certain earn-out provisions which resulted in additional consideration of $34.1 million as a result of Venusa's 2003 earnings, as defined, which is due to be paid in 2004 in a combination of cash and stock, as described previously. Also, there is an additional potential maximum earn-out of up to $6.0 million based on Venusa achieving higher earnings, as defined, in 2004 compared to 2003.

        The purchase was funded with proceeds from the issuance of 1,136,364 shares of UTI's Class C Senior Redeemable Preferred Stock at $16.50 per share. Each holder of Class C Senior Redeemable Stock also received a warrant to purchase one share of UTI's Class AB Convertible Preferred Stock at an exercise price of $0.01 per share for each share of Class C Senior Redeemable Preferred Stock they received. The Class C Senior Redeemable Preferred Stock earns cumulative dividends, when and if declared, at an annual rate of 8% on the liquidation value of $16.50 per share.

F-12

        The purchase price was allocated as follows (in thousands):

Inventories	$	1,299
Other current assets		4,704
Property and equipment		1,272
Customer contracts and relationships		3,000
Other intangibles		100
Goodwill		12,052
Current liabilities		(2,945	)
Long-term liabilities		(969	)
	$	18,513

        The following unaudited pro forma consolidated financial information reflects the purchase of Venusa assuming the acquisition had occurred as of January 1 of the year presented. This unaudited pro forma information has been provided for information purposes only and is not necessarily indicative of the results of the operations or financial condition that actually would have been achieved if the acquisition had been on the date indicated, or that may be reported in the future (in thousands):

	2003			2002
	(unaudited)
Revenues	$	178,078		$	157,823
Net loss		(14,489	)		(26,116	)

        On October 31, 2001, the Company acquired all of the outstanding capital stock of a company that manufactures finely ground wire, primarily for the medical device industry, for $5.2 million, including expenses. The impact of the acquisition is not significant to the Company.

        In 2002, the Company made previously accrued payments for prior acquisitions of $3.3 million.

        All of the Company's acquisitions were accounted for using the purchase method of accounting. Accordingly the assets acquired and liabilities assumed were recorded in the financial statements at their fair market values and the operating results of the acquired companies are reflected in the accompanying consolidated financial statements since the date of acquisition.

3.    Restructuring and Other Charges:

        During 2002, the Company implemented two restructuring plans focused on consolidating the Company's U.S. operations. During the second quarter of 2002, the Company announced the relocation of the majority of operations in its South Plainfield, New Jersey facility to the Collegeville, Pennsylvania facility. A restructuring charge of $534,888 was recognized that consisted of $117,925 related to severance and $416,963 associated with the write-down of assets and other closure costs at the South Plainfield, New Jersey facility.

        During the fourth quarter of 2002, the Company announced the consolidation of its machining capabilities into its Wheeling, Illinois facility and the closing of its Miramar, Florida plant. As a result, the Company recognized a restructuring charge of $1,375,155 consisting of: $111,666 related to stay-on bonuses earned through December 31, 2002; $469,734 related to the write-down of assets; and $793,755

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related to lease obligations. In 2003, the relocation was completed and the Company recognized a restructuring charge of $1,809,267 consisting of: $470,737 related to stay-on and relocation bonuses earned through the relocation date; $330,267 related to the relocation of equipment and plant clean-up; $685,501 of other exit costs; and $322,762 related to excess inventory discarded (included in cost of sales in the consolidated statements of operations).

        During the third quarter of 2002, the Company decided not to proceed with the construction of a new technology center and recognized a loss of $529,766 related to the write-down of previously capitalized costs.

        The following table summarizes the recorded accruals and activity related to the restructuring and other charges (in thousands):

	Employee Costs			Other Exit Costs			Total
Restructuring and other charges	$	230		$	2,210		$	2,440
Less cash payments		(80	)		(143	)		(223	)
Less non cash items		—			(1,262	)		(1,262	)
Balance as of December 31, 2002		150			805			955
Restructure charge		471			1,016			1,487
Inventory discarded		—			322			322
Less cash payments		(613	)		(1,559	)		(2,172	)
Balance as of December 31, 2003	$	8		$	584		$	592

        The balance as of December 31, 2003 will be paid by August 2004.

4.    Inventories:

        Inventories consisted of the following at December 31, 2003 and 2002 (in thousands):

	December 31
	2003		2002
Raw materials	$	8,184	$	4,643
Intermediate stock		3,677		3,230
Work-in-process		8,188		6,885
Finished goods		8,727		7,212
	$	28,776	$	21,970

        In connection with the purchase of certain precious metals for anticipated manufacturing requirements, the Company enters into consignment agreements with a third party, whereby the Company purchases the precious metal from the consignor at the time when an external sale is made at the prevailing market price. The prevailing price at the time of sale is passed through to the customer. These contracts are used to help protect against volatility in certain precious metals prices.

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5.    Goodwill and Other Intangible Assets:

        In fiscal 2002, with the adoption of SFAS No. 142, the Company reclassified $5,995,946, net of $1,904,054 of amortization, of the value of assembled workforce to goodwill. Previously assembled workforce had been amortized over 5-7 years on a straight line basis.

        As a result of its loss of significant customers during 2002, a goodwill impairment was determined to exist in one of the Company's three reporting units. Accordingly, an impairment of goodwill charge of $17,522,644 was recognized. In addition, related intangible assets of developed technology and know how and customer base were reduced to their estimated fair value based on projected cash flows by $2,218,526 and $1,983,904, respectively.

        The following table summarizes the changes in goodwill (in thousands):

Balance December 31, 2001	$	79,049
Transfer of assembled workforce with adoption of SFAS No. 142		5,996
Acquisitions		158
Impairment charge		(17,523	)
Balance December 31, 2002		67,680
Acquisitions		46,175
Balance December 31, 2003	$	113,855

        Intangible assets as of December 31, 2003 are comprised of (in thousands):

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology and know how	$	61,739	$	11,885	$	49,854
Customer base		19,893		3,620		16,273
Customer contracts and relationships		3,000		417		2,583
Non-compete agreements and other		425		322		103
Customer backlog		60		60		—
	$	85,117	$	16,304	$	68,813

        Intangible assets as of December 31, 2002 are comprised of (in thousands):

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology and know how	$	61,739	$	8,540	$	53,199
Customer base		19,893		2,626		17,267
Customer contracts and relationships		—		—		—
Non-compete agreements and other		326		251		75
Customer backlog		60		60		—
	$	82,018	$	11,477	$	70,541

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        Intangible asset amortization expense was $4,827,605, $4,703,330, and $5,865,586 in 2003, 2002 and 2001, respectively. Estimated intangible asset amortization expense for each of the five succeeding years approximates $4.9 million.

        In accordance with SFAS No. 142 prior year amounts were not restated. A reconciliation of previously reported net loss to the amounts adjusted for the reduction of amortization expense, net of the related income tax effect, is as follows (in thousands):

	Amount
Reported net loss in 2001	$	(8,760	)
Amortization adjustment		4,342
Adjusted net loss	$	(4,418	)

        Other long-term assets include $2,033,833 and $2,562,285 in 2003 and 2002, respectively for deferred financing and transaction costs, net of accumulated amortization of $2,332,813 and $1,428,465 in 2003 and 2002, respectively.

6.    Short-term and long-term borrowings:

        Long-term debt at December 31, 2003 and 2002 consisted of the following (in thousands):

	December 31
	2003			2002
Revolving credit facility	$	11,500		$	22,000
Term loan A with a bank, 4.67% and 5.40% at December 31, 2003 and 2002, respectively		22,219			33,188
Term loan B with a bank, 5.00% and 6.07% at December 31, 2003 and 2002, respectively		43,425			43,875
Term loan C with a bank, 5.21% at December 31, 2003		7,920			—
Capital lease obligations		49			—
Senior subordinated notes maturing June 1, 2007, interest at 13.5% less unamortized discount of $1,260 and $1,630 at December 31, 2003 and 2002, respectively		20,239			19,870
Senior notes maturing June 1, 2008, subject to partial mandatory redemption on June 1, 2006, interest at 15.563% through June 1, 2005, 16.101% thereafter less unamortized discount and prepayment premium of $2,288 and $3,235 at December 31,2003 and 2002, respectively.		30,894			25,478
Total debt		136,246			144,411
Less—current portion		(12,370	)		(11,419	)
Long-term debt, excluding current portion	$	123,876		$	132,992

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        Annual principal repayments are as follows (in thousands):

Fiscal year	Amount
2004	$	12,370
2005		22,457
2006		74,774
2007		21,500
2008		8,693
2009 and thereafter		—
		139,794
Less—Unamortized discount and prepayment premium		3,548
Total debt	$	136,246

        The Company has a Credit Agreement with several financial institutions that provides for a revolving credit facility of up to $25.0 million, including revolving loans, a swing-line loan facility and a letter of credit facility. Availability under the revolving credit facility is based on a borrowing base consisting of receivables and inventory. Additionally, the agreement provides for three term loan facilities (Term A, Term B and Term C). Borrowings under the agreement were $85.1 million at December 31, 2003. Borrowings under the facility bear interest, at the option of the Company, equal to LIBOR plus a range of margins between 3.25% and 4.75% or prime plus a range of margins between 2.00% and 3.50% depending on the Company's consolidated leverage ratio. The weighted average interest rate for borrowings under the credit facility including the effect of the interest rate swaps were 6.57% and 7.47% in 2003 and 2002, respectively. Term A repayments are quarterly through June 30, 2005, while Term B and Term C repayments are quarterly through February 15, 2006. At December 31, 2003, $11.5 million was funded under the revolving credit facility and $2.4 million was being used to support letters of credit. As of December 31, 2003, the Company has $11.1 million remaining availability under the revolving credit facility. Commitment fees on unused portions of the line-of-credit are 0.50%.

        UTI has a Securities Purchase Agreement whereby it issued $21.5 million principal amount of 15.563% Senior Notes due 2008 (Senior Notes), and the Company issued $21.5 million principal amount of 13.5% Senior Subordinated Notes due 2007 (Senior Subordinated Notes). Interest on the Senior Notes is payable-in-kind at 15.563% through June 1, 2005, and payable in cash at 16.101% thereafter until maturity. The Senior Notes are redeemable at UTI's option at a premium of up to 7.5% of the principal, based on the redemption date, and are subject to a mandatory redemption of $33.0 million, including principal of $24.5 million, interest of $7.1 million and premium of $1.4 million, on June 1, 2006. The Senior Subordinated Notes are redeemable at the Company's option at a premium of up to 6.75% of the principal, based on the redemption date.

        In connection with the Securities Purchase Agreement, UTI issued an aggregate of 515,882 shares of UTI's Class AA Convertible Preferred Stock. The Class AA Convertible Preferred Stock has been valued at $6.9 million and the Senior Notes and Senior Subordinated Notes have been discounted for the amount attributed to the stock.

        The Company's debt agreements contain various covenants, including minimum cash flow (as defined), debt-service coverage ratios and maximum capital spending limits. In addition, the debt

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agreements restrict the Company from paying dividends and making certain investments. At December 31, 2003, the Company was in compliance with the covenants.

        In connection with the Credit Agreement, the Company entered into a swap agreement which expired July 2003.

        At December 31, 2003 and 2002, accrued interest related to the Senior Notes of $4.4 million and $4.0 million, respectively, is included in other long-term liabilities on the Consolidated Balance Sheets.

7.    Employee benefit plans:

Pension plans

        The Company has pension plans covering certain of its employees. Benefits are provided at a fixed rate for each month of service. The Company's funding policy is consistent with the funding requirements of federal law and regulations. Plan assets consist of cash equivalents, bonds and certain equity securities.

        The Company also has an unfunded frozen pension plan covering certain employees at its subsidiary in Germany.

        The change in projected benefit obligation (in thousands):

		2003			2002
Benefit obligation at beginning of year		$	1,708		$	1,563
	Service cost		58			56
	Interest cost		115			100
	Actuarial loss		291			33
	Currency translation		220			5
	Benefits paid		(59	)		(49	)
Benefit obligation at end of year		$	2,333		$	1,708

        The change in plan assets (in thousands):

		2003			2002
Fair value of plan assets at beginning of year		$	561		$	617
	Actual return on plan assets		98			(76	)
	Employer contribution		183			53
	Benefits paid		(38	)		(33	)
Fair value of plan assets at end of year		$	804		$	561

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        Reconciliation of the accrued benefit cost recognized in the financial statements (in thousands):

			2003			2002
Funded status			$	(1,528	)	$	(1,147	)
Unrecognized net actuarial loss				479			275
Unrecognized transition obligation				—			22
Currency translation				16			(4	)
Accrued benefit obligation				(1,033	)		(854	)
	Presented as Prepaid expenses and other			224			101
	Presented as Other long-term liabilities			(1,257	)		(955	)
		Total	$	(1,033	)	$	(854	)

        Components of net periodic benefit cost for years ended December 31 (in thousands):

	2003			2002			2001
Service Cost	$	58		$	56		$	51
Interest Cost		115			100			91
Expected return of plan assets		(43	)		(44	)		(43	)
Amortization of transaction obligation		25			22			21
Recognized net actuarial loss		23			8			—
	$	178		$	142		$	120

        Assumptions for benefit obligations at December 31:

	2003	2002
Discount rate	6.02% - 5.50%	6.75% - 6.50%
Rate of compensation increase	5%	5%

        Assumptions for net periodic benefit costs for years ended December 31:

	2003	2002	2001
Discount rate	6.75% - 6.50%	7.25% - 6.50%	7.25% - 6.50%
Expected long-term return on plan assets	7.00%	7.00%	7.00%
Rate of compensation increase	5.0%	5.0%	5.0%

        In connection with an acquisition, the Company terminated an existing pension plan. As a result of this termination, the Company recorded a termination charge of $3.1 million which was included in the allocation of the purchase price. Pension cost of $0.2 million was recorded during the year ended December 31, 2001 related to this plan.

        The Company has 401(k) plans available for most employees. An employee may contribute up to 10 -15% of gross salary to the 401(k) plan, depending upon the specific plan. The Company's Board of Directors determines annually what contribution, if any, the Company shall make to the 401(k) plan.

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        The employees' contributions vest immediately, while the Company's contributions vest over an immediate to six-year period. The Company matches 25 - 50% of the employee's contributions to this plan up to certain maximums, depending upon the specific plan. The Company's contributions for matching totaled approximately $0.6 million for the years ended December 31, 2003, 2002 and 2001, respectively.

        The Company has profit sharing plans available to employees at several of its locations. The Company's Board of Directors determines annually what contribution, if any, the Company shall make to the profit sharing plan. The Company's contributions vest over an immediate to six-year period. The Company expensed $2.9 million, $1.7 million and $3.3 million for these plans for the years ended December 31, 2003, 2002 and 2001, respectively.

        The Company has a Supplemental Executive Retirement Plan (SERP) that covers certain executives. The SERP is a non-qualified, unfunded deferred compensation plan. Expenses related to the SERP, which are actuarially determined were $139,186, $117,700 and $103,624 for the years ended December 31, 2003, 2002 and 2001, respectively. The liability for the plan was $1.1 million and $0.9 million as of December 31, 2003 and 2002, respectively, and was included in other long-term liabilities.

8.    Stock grants and options and stock based plans:

        UTI has a stock option and incentive plan which provides for grants of incentive stock options, nonqualified stock options, restricted stock and restricted stock units. The total number of shares authorized under the plan is 2,512,000 at December 31, 2003. The plan generally requires exercise of options within ten years of grant. Vesting is determined in the applicable stock option agreement and generally occurs in equal annual installments over five years.

F-20

        Stock grant and option transactions are summarized as follows:

Shares under option		Number of shares		Weighted average exercise price
Outstanding at December 31, 2000		1,210,061		$	6.89
	Granted	163,800			9.78
	Exercised	—			—
	Forfeited	(75,744	)		9.78
Outstanding at December 31, 2001		1,298,117			7.09
	Granted	9,000			10.08
	Exercised	—			—
	Forfeited	(50,076	)		9.78
Outstanding at December 31, 2002		1,257,041			7.00
	Granted	1,008,050			8.18
	Exercised	—			—
	Forfeited	(128,050	)		9.50
Outstanding at December 31, 2003		2,137,041		$	7.41
Options exercisable at:
	December 31, 2001	570,793		$	4.00
	December 31, 2002	726,250		$	5.16
	December 31, 2003	811,024		$	5.62

        Below is additional information related to stock options outstanding and exercisable at December 31, 2003:

	Options outstanding				Options exercisable
Range of exercise prices	Number of options outstanding at December 31, 2003	Weighted average remaining contractual life in years	Weighted average exercise price (per share)		Number exercisable at December 31, 2003	Weighted average exercise price (per share)
$2.22	425,977	6.4	$	2.22	425,977	$	2.22
$6.08 - 6.67	18,641	6.1		6.10	18,384		6.09
$8.18	1,008,050	9.5		8.18	—		—
$8.89 - 9.78	684,373	6.8		9.54	366,663		9.55
	2,137,041	8.0		7.41	811,024		5.62

        At December 31, 2003, 374,959 shares are available to grant under the stock option plan.

Phantom stock plans

        A phantom stock plan provided grants to eligible employees of Star Guide, a subsidiary of the Company, of phantom stock based on UTI's Class A-1 5% Convertible Preferred Stock. 29,708 phantom shares were granted. All shares of phantom stock granted under the plan are immediately and

F-21

fully vested. Holders of phantom stock under this plan have no voting rights, no stockholder rights and no employment rights. They are, however, entitled to receive dividends on phantom stock on the earliest to occur of certain changes in the Company's ownership, certain qualified public offerings, ten years after issuance or upon the death of the holder. Dividends accrue on the phantom stock at the same rate as UTI's Class A-1 5% Convertible Preferred Stock. A holder of phantom stock may not transfer or assign phantom stock, other than by will or the laws of descent and distribution.

        The 2000 Employee Phantom Stock Plan provides grants to eligible employees of the Company as determined by the Board of Directors. Phantom stock granted under the plan is based on UTI's Class A-2 5% Convertible Preferred Stock. Up to a total of 229,167 phantom shares may be granted. There have been 38,268 phantom shares granted. All shares of phantom stock granted under the plan were immediately and fully vested. Holders of phantom stock under this plan have no voting rights, no stockholder rights and no employment rights. They are, however, entitled to receive dividends on phantom stock on the earliest to occur of certain changes in the Company's ownership, certain qualified public offerings, ten years after issuance or upon the death of the holder. Dividends accrue on the phantom stock at the same rate as UTI's Class A-2 5% Convertible Preferred Stock. A holder of phantom stock may not transfer or assign phantom stock, other than by will or the laws of descent and distribution.

9.    Income taxes:

        The provision for income taxes includes federal, state and foreign taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The components of the provision for income taxes for the years ended December 31, 2003, 2002 and 2001 are as follows (in thousands):

		2003		2002			2001
Current
	Federal	$	—	$	—		$	12
	State		997		—			17
	Foreign		383		160			204
Deferred
	Federal		11,020		(5,214	)		(1,675	)
	State		1,472		(91	)		(62	)
Total provision		$	13,872	$	(5,145	)	$	(1,504	)

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        Major differences between income taxes at the federal statutory rate and the amount recorded on the accompanying consolidated statements of operations are as follows (in thousands):

	2003			2002			2001
Tax at statutory rate	$	(326	)	$	(11,395	)	$	(2,976	)
Valuation allowance on deferred tax assets		13,554			1,058			—
State taxes, net of federal benefit		1,212			(106	)		(45	)
Nondeductible goodwill		5			6,133			942
Foreign sales corporation		—			—			52
Nondeductible compensation		—			—			251
Other, net		(573	)		(835	)		272
Effective tax rate	$	13,872		$	(5,145	)	$	(1,504	)

        The following is a summary of the significant components of the Company's deferred tax assets and liabilities as of December 31, 2003 and 2002 (in thousands):

		2003			2002
Deferred tax assets (liabilities):
	Operating loss and tax credit carryforwards	$	12,493		$	9,951
	Compensation		2,212			2,291
	Environmental		2,031			1,737
	Inventory and accounts receivable reserves		4,016			3,730
	Loss on derivative instrument		—			438
	Other		2,865			2,454
	Valuation allowances		(15,413	)		(1,859	)
Deferred tax liabilities:
	Depreciation		(3,493	)		(3,292	)
	Intangibles		(6,628	)		(3,650	)
Net deferred tax assets (liabilities)		$	(1,917	)	$	11,800

        During the year ended December 31, 2003, the Company recorded a valuation allowance of $13.6 million to reserve all of its net deferred tax assets due to the uncertainty of utilizing net operating losses. Approximately, $29.3 million of taxable income is needed to fully realize deferred tax assets.

        As of December 31, 2003, the Company has not provided for withholding or U.S. federal income taxes on undistributed earnings of foreign subsidiaries since such earnings are expected to be reinvested indefinitely.

10.    Capital stock:

        The Company has 1,000 shares of common stock authorized and 100 shares issued and outstanding, $.01 per value per share. All shares are owned by UTI.

        Presented below is information relative to UTI's capital stock which is included on the consolidated balance sheets as additional paid-in capital because it is permanent and is not subject to redemption by the holders.

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        UTI has authorized an aggregate number of common shares for issuance equal to 50,000,000, $.01 par value per share and 50,000,000 shares of preferred stock, $.01 par value per share.

Convertible Preferred Stock of UTI

        UTI has nine classes of convertible preferred stock. The proceeds from the issuances of these classes of convertible preferred stock are contributed to the Company and show as additional paid-in capital in the accompanying consolidated balance sheets.

Class AB Warrants

        On February 28, 2003, UTI sold 1,136,364 shares of Class C Senior Redeemable Preferred Stock for $16.50 per share. Each share of Class C Senior Redeemable Preferred Stock was issued a warrant to purchase one share of UTI's Class AB Convertible Preferred Stock at the exercise price of $0.01 per share. The warrants have been valued at $6.2 million. At December 31, 2003, 1,136,364 warrants were outstanding and unexercised.

        Shareholders' Agreement—UTI has entered into an agreement with its stockholders providing for a variety of rights among the stockholders, including a voting agreement with respect to our directors. Pursuant to this agreement, several stockholders have the right to designate members of UTI's Board of Directors, which rights exist only so long as those holders hold at least 3.5% of UTI's outstanding common stock on an as converted basis as follows: certain limited partners of KRG/CMS, L.P. (UTI's largest shareholder), which are managed by KRG Capital Partners, LLC, have the right to designate three members; 7:22 Investors LLC, Eric Pollock and other specified holders together have the right to designate one member; the AIG Private Equity entities that are party to the shareholders' agreement have the right to designate one member; and the DLJ Investment Partners II, L.P., DLJ Investment Funding II, Inc., DLJ ESC II L.P., and DLJ Investment Partners, L.P. (collectively, the "Initial DLJ Investors") have the right to designate one member, which right exists only so long as the Initial DLJ Investors hold at least 25% of the aggregate principal amount of the senior subordinated notes and the senior notes or owns at least 3.5% of UTI's outstanding common stock on an as converted basis. In addition, the shareholders' agreement provides that UTI will offer to sell a portion of any new securities issued by UTI, other than shares issued in an initial public offering, to the stockholders in an amount determined in accordance with their existing holdings. This shareholders' agreement will terminate upon the closing of a firmly underwritten public offering of UTI's common stock.

        Stock Purchase Warrants—On July 6, 1999, UTI entered into a credit agreement with a bank and issued 153,000 stock purchase warrants to the bank. The stock purchase warrants entitled the bank to purchase up to an aggregate of 153,000 shares of UTI's non-voting common stock at an exercise price of $.01 per share. No value was recorded for the warrants because the value was insignificant. The stock purchase warrants are exercisable subsequent to July 6, 2005 or at any time after the repayment in full of all principal and accrued interest evidenced by the notes issued under the credit agreement with the bank. The warrants expire on July 1, 2009.

        In connection with entering into an amended credit agreement dated January 11, 2000, UTI issued warrants to acquire an additional 6,578 shares of UTI's non-voting common stock to bring the total numbers of warrants issued to the bank equal to 159,578. The warrants have an exercise price of $.01 per share, are fully vested, and expire in January 2010. The value assigned to the incremental warrants, approximating $20,000, was recorded as debt discount, which is being amortized to interest expense

F-24

over the term of the amended credit agreement. The fair value was determined using a Black-Scholes method and was calculated using a risk free interest rate of 4.95%, no volatility and a term of six years.

        All of the outstanding warrants were sold to existing UTI shareholders in connection with an acquisition. On February 9, 2001, the warrants were exercised and 159,578 shares of UTI's common stock were issued.

11.    Redeemable and convertible preferred stock:

        UTI has redeemable and convertible preferred stock as follows:

Class B-1 Redeemable and Convertible Preferred Stock

        At December 31, 2003 and 2002, there were 300,000 shares authorized, issued and outstanding.

Class B-2 Redeemable and Convertible Preferred Stock

        At December 31, 2003 and 2002, there were 100,000 shares authorized, issued and outstanding.

        UTI's Class B Redeemable and Convertible Preferred Stock has a liquidation value equal to $.10 per share, is subordinate to all classes of A Convertible Preferred Stock, and is not entitled to receive dividends. The holders of Class B are entitled to participate, on an as converted basis, with the holders of UTI's common stock as to any dividends declared and paid on common stock. Class B is convertible into voting common stock based on a conversion formula, as defined; however, all Class B shares will be redeemed by UTI at liquidation value, if not previously converted into UTI's voting common stock, on July 1, 2004 for Class B-1 shares and May 31, 2005 for Class B-2 shares. UTI may at any time require the conversion of all of the outstanding Class B shares upon the closing of a firmly underwritten public offering of UTI's common stock.

Class C Senior Redeemable Preferred Stock

        On February 28, 2003, UTI sold 1,136,364 shares of Class C Senior Redeemable Preferred Stock for $18.8 million. The proceeds were used to fund the Company's acquisition of Venusa. The shares are valued at $12.6 million. The difference of $6.2 million represents the portion of the proceeds attributable to the value of the warrants issued for each share of UTI's Class C Senior Redeemable Preferred Stock to purchase one share of UTI's Class AB Convertible Preferred Stock at the exercise price of $0.01 per share. No accretion of value to the $18.8 million is being accrued since there is no definite period of time over which to accrete.

        The Class C Senior Redeemable Preferred Stock is senior in preference to all other classes of stock and is entitled to receive cumulative dividends at an annual rate of 8% of the liquidation value of $16.50 per share, as and if, declared by the Board of Directors. As of December 31, 2003, no dividends have been accrued since it is not probable that the Board of Directors will declare a dividend.

        As of December 31, 2003, there were 1,200,000 shares authorized and 1,136,364 shares issued and outstanding with a liquidation preference of $18.8 million.

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12.    Related-party transactions:

        The Company pays fees to KRG Capital Partners, LLC, which owns a significant portion of UTI's stock. During the years ended December 31, 2003, 2002 and 2001, the Company incurred KRG management fees, plus expenses of $0.6 million, $0.5 million and $0.6 million, respectively. Additionally, the Company incurred KRG acquisition related fees, plus expenses, of $0.2 million in 2003 and $0.1 million in 2001 which were included as a part of the cost of the related acquisitions. The Company is also allocated interest expense from UTI.

13.    Environmental matters:

        In July 1988, one of the Company's subsidiaries (UTI Pennsylvania) received an Administrative Consent Order from the United States Environmental Protection Agency (EPA) that required UTI Pennsylvania to test and study the groundwater and soil beneath and around its plant in Collegeville, Pennsylvania, and to provide the EPA with a proposal to remediate this groundwater and soil. In 1991, UTI Pennsylvania completed its testing and submitted a corrective measures study (CMS) to the EPA. The EPA reviewed the CMS and had recommended specific measures and UTI Pennsylvania had agreed to these to remediate the groundwater and soil. Between 1991 and 1995, UTI Pennsylvania negotiated with the EPA for a final CMS. In 1995 and subsequently in 2000, UTI Pennsylvania submitted a Final Design Submission (FDS) for EPA approval. The FDS filed in 2000 received EPA approval in 2001.

        At December 31, 2003 and 2002, the Company has recorded a long-term liability of $4.0 million and $4.2 million, respectively, related to the Collegeville remediation. Our estimate is based on facts known at the current time; however, changes in EPA standards, improvement in cleanup technology and discovery of additional information could affect the estimated costs in the future.

14.    Fair value of financial instruments:

        The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting market data to develop these estimates. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Certain of these financial instruments are with major financial institutions and expose the Company to market and credit risks and may at times be concentrated with certain counterparties or groups of counterparties. The creditworthiness of counterparties is continually reviewed, and full performance is anticipated.

        The methods and assumptions used to estimate the fair value of each class of financial instruments are set forth below:

•

Cash and cash equivalents, accounts receivable and accounts payable—The carrying amounts of these items are a reasonable estimate of their fair values.



•

Borrowings under the Credit Agreement—Borrowings under the credit arrangements have variable rates that reflect currently available terms and conditions for similar debt. The carrying amount of this debt is a reasonable estimate of its fair value.



•

Borrowings under the Senior Notes and Senior Subordinated Notes—Borrowings under the Senior and Senior Subordinated debt have fixed rates that reflect currently available terms and

F-26

conditions for similar debt. The carrying amount of this debt is a reasonable estimate of its fair value.

15.    Business segments:

        The Company operates its business as one reportable segment, providing custom manufacturing services to companies operating principally in the medical device industry.

        The following table presents net sales by country based on the location of the customer for the years ended December 31, 2003, 2002 and 2001 (in thousands):

		2003		2002		2001
Net sales:
	United States	$	143,634	$	108,168	$	110,347
	Germany		8,277		7,677		6,923
	Ireland		7,270		5,734		5,472
	Netherlands		3,969		3,564		3,335
	England		2,278		2,782		3,259
	Hungary		1,038		816		1,322
	Other		7,757		7,100		6,830
Total		$	174,223	$	135,841	$	137,488

        The following table presents long-lived assets based on the location of the asset (in thousands):

		December 31
		2003		2002
Long-lived assets:
	United States	$	184,898	$	174,988
	England		592		732
	Germany		2,169		1,836
	Ireland		1,480		1,063
	Mexico		715		—
Total		$	189,854	$	178,619

        This table includes goodwill and intangibles and other assets of $150,595,603 and $140,782,850 in 2003 and 2002, respectively which are included in U.S. long-lived assets.

16.    Commitments and contingencies:

        The Company is obligated on various lease agreements for office space, automobiles and equipment, expiring through 2021, which are accounted for as operating leases.

        The Company leases an office and manufacturing facility from certain of UTI's former stockholders under a 4-year operating lease through July 2007. The lease requires payments of approximately $33,671 per month, which represents prevailing market rates.

F-27

        The Company leases an office and manufacturing facility from certain of UTI's former stockholders, under a 15-year operating lease through December 2011, requiring monthly payments of $27,083. The lease provides for an adjustment of annual rental payments at the end of each five-year term. The adjustment will be limited to any increase in the landlord's mortgage payments plus 25% of the base rent of the prior term. There were no such adjustments during 2003, 2002 and 2001.

        Most of the leases contain purchase and/or various term renewal options at fair market and fair rental values, respectively. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced by other leases.

        Aggregate rental expense for the years ended December 31, 2003, 2002 and 2001 was $3,131,878, $2,298,689 and $1,914,113 respectively. The future minimum rental commitments under all operating leases are as follows (in thousands):

Year	Amount
2004	$	3,419
2005		2,282
2006		1,164
2007		728
2008		520

        The Company is involved in various legal proceedings in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such proceedings will not have a materially adverse effect on the Company's financial position or results of operations.

        The Company has various purchase commitments for materials, supplies, machinery and equipment incident to the ordinary conduct of business. Such commitments are not at prices in excess of current market prices.

        Dividends have not been declared or accrued on UTI's Class A Convertible Preferred Stock and Class C Senior Redeemable Preferred Stock. To the extent all dividends had been declared a liability of $18.8 million and $12.8 million would have been recorded as of December 31, 2003 and 2002, respectively.

        As discussed in Note 2, the Company has recorded $36.9 million as accrued expenses, other for amounts due for the Venusa acquisition that are payable in 2004 in a combination of cash or UTI stock, as determined by the Company. The Company currently intends to make such payments, 25% or $9.2 million in cash and the remainder in the form of 1.8 million shares of UTI's Class A-7 5% Convertible Preferred Stock with a liquidation value of $26.7 million and 0.1 million shares of UTI Phantom Stock with a liquidation value of $1.0 million.

17.    Subsequent Event:

        On June 30, 2004 the Company acquired MedSource Technologies, Inc. ("MedSource"). MedSource is an engineering and manufacturing services provider to the medical device industry. The purchase price was $219.2 million, consisting of $208.6 million for the purchase of common stock and the cash out of options and warrants, and $10.4 million of transaction fees. In addition, the existing indebtedness of MedSource equal to $36.1 million plus related accrued interest was repaid in

F-28

connection with the acquisition. The Company was obligated to pay approximately $9.2 million to certain stockholders of Venusa in respect of an earn-out obligation entered into in connection with its acquisition of Venusa. The Company repaid UTI's and its existing indebtedness in an aggregate amount of approximately $149.4 million including accrued interest as of June 30, 2004 and prepayment fees on such indebtedness of approximately $4.7 million. UTI also repurchased its outstanding Class C Redeemable Preferred Stock for aggregate cash consideration of approximately $18.8 million and paid accrued dividends to its holders of Class A 5% Convertible Preferred Stock and its holders of Class C Redeemable Preferred Stock of approximately $22.2 million. To finance the foregoing transactions the Company entered into a new senior secured credit facility and issued senior subordinated notes. The notes are fully and unconditionally guaranteed on a senior subordinated basis by all of the Company's domestic subsidiaries, which excludes non-domestic subsidiaries. In addition, UTI issued new convertible preferred stock and warrants in exchange for approximately $88.0 million in cash. These transactions closed June 30, 2004.

18.    Supplemental Guarantor Condensed Consolidating Financial Statements

        The Company issued $175,000,000 in principal amount of 10% Senior Subordinated Notes due 2012. In connection with the issuance, all of its domestic subsidiaries have guaranteed (the "Subsidiary Guarantors") on a joint and several, full and unconditional basis. Certain foreign subsidiaries (the "Non Guarantor Subsidiaries") will not guarantee such debt.

        The following tables present the unaudited condensed consolidating balance sheets of the Company, the Subsidiary Guarantors and the Non Guarantor Subsidiaries as of December 31, 2003 and December 31, 2002 and the related unaudited condensed consolidating statements of operations and cash flows for each year in the three-year period ended December 31, 2003.

Condensed Consolidating Statements of Operations
Year ended December 31, 2003 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	163,231		$	11,190		$	(198	)	$	174,223
Cost of sales			—			113,291			7,936			(198	)		121,029
Selling, general and administrative expenses			(344	)		26,943			2,013			—			28,612
Research and development expenses			—			2,405			198			—			2,603
Restructuring and other charges			—			1,487			—			—			1,487
Amortization of intangibles			14			4,814			—			—			4,828
	Income from operations		330			14,291			1,043			—			15,664
Interest expense (income)			16,446			(113	)		254			—			16,587
Other expense (income)			—			522			(513	)		—			9
Equity in earnings (losses) of affiliates			9,427			1,009						(10,436	)		—
Income tax expense			8,115			5,464			293			—			13,872
	Net income (loss)	$	(14,804	)	$	9,427		$	1,009		$	(10,436	)	$	(14,804	)

F-29

Condensed Consolidating Statements of Operations
Year ended December 31, 2002 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	127,566		$	8,354		$	(79	)	$	135,841
Cost of sales			—			89,990			6,829			(79	)		96,740
Selling, general and administrative expenses			225			21,679			1,644			—			23,548
Research and development expenses			—			2,220			160			—			2,380
Restructuring and other charges			—			2,440			—			—			2,440
Impairment of goodwill and intangibles			—			21,725			—			—			21,725
Amortization of intangibles			42			4,661			—			—			4,703
	Loss from operations		(267	)		(15,149	)		(279	)		—			(15,695	)
Interest expense (income)			16,883			(294	)		334			—			16,923
Other income			—			(61	)		—			—			(61	)
Equity in earnings (losses) of affiliates			(18,192	)		(657	)		—			18,849			—
Income tax expense (benefit)			(7,930	)		2,741			44			—			(5,145	)
	Net income (loss)	$	(27,412	)	$	(18,192	)	$	(657	)	$	18,849		$	(27,412	)

Condensed Consolidating Statements of Operations
Year ended December 31, 2001 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	131,938		$	5,570		$	(20	)	$	137,488
Cost of sales			—			84,023			4,971			(20	)		88,974
Selling, general and administrative expenses			4,202			21,969			869			—			27,040
Research and development expenses			—			2,096			10			—			2,106
Amortization of intangibles			97			9,970			—			—			10,067
	Income (loss) from operations		(4,299	)		13,880			(280	)		—			9,301
Interest expense			17,561			200			41			—			17,802
Other expense (income)			3			(3	)		1			—			1
Equity in earnings (losses) of affiliates			7,719			(322	)					(7,397	)		—
Income tax expense (benefit)			(7,146	)		5,642			—			—			(1,504	)
	Net income (loss)	$	(6,998	)	$	7,719		$	(322	)	$	(7,397	)	$	(6,998	)

F-30

Condensed Consolidating Balance Sheets
December 31, 2003 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents		$	14		$	3,394		$	566		$	—		$	3,974
Receivables, net			—			19,076			1,664			(79	)		20,661
Inventories			—			26,811			1,965			—			28,776
Prepaid expenses and other			—			1,686			78			—			1,764
	Total current assets		14			50,967			4,273			(79	)		55,175
Property, plant and equipment			—			34,894			4,364			—			39,258
Deferred income taxes			955			(926	)		(29	)		—			—
Intercompany receivable (payable)			(20,793	)		22,313			(1,525	)		5			—
Investment in subsidiaries			264,740			3,822			—			(268,562	)		—
Goodwill, net			1,054			112,801			—			—			113,855
Intangibles and other assets, net			2,034			68,813			—			—			70,847
	Total assets	$	248,004		$	292,684		$	7,083		$	(268,636	)	$	279,135
Current portion of long-term debt		$	12,343		$	27		$	—		$	—		$	12,370
Accounts payable			—			7,037			612			(75	)		7,574
Accrued liabilities			36,070			15,132			1,392			1			52,595
	Total current liabilities		48,413			22,196			2,004			(74	)		72,539
Note payable and long-term debt			123,855			21			—			—			123,876
Other long-term liabilities			6,330			5,727			1,257			—			13,314
	Total liabilities		178,598			27,944			3,261			(74	)		209,729
Redeemable and convertible preferred stock			12,593			—			—			—			12,593
Equity			56,813			264,740			3,822			(268,562	)		56,813
	Total liabilities and equity	$	248,004		$	292,684		$	7,083		$	(268,636	)	$	279,135

F-31

Condensed Consolidating Balance Sheets
December 31, 2002 (in 000s)

		Parent			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents		$	3		$	5,407	$	455		$	12		$	5,877
Receivables, net			—			15,698		1,075			(203	)		16,570
Inventories			—			20,349		1,594			27			21,970
Prepaid expenses and other			—			928		11			—			939
Deferred income taxes			5,627			—		—			—			5,627
	Total current assets		5,630			42,382		3,135			(164	)		50,983
Property, plant and equipment			—			34,938		2,898			—			37,836
Deferred income taxes			6,173			—		—			—			6,173
Intercompany receivable (payable)			(37,100	)		39,803		(2,703	)		—			—
Investment in subsidiaries			236,000			1,382		—			(237,382	)		—
Goodwill, net			1,009			66,671		—			—			67,680
Intangibles and other assets, net			2,576			70,527		—			—			73,103
	Total assets	$	214,288		$	255,703	$	3,330		$	(237,546	)	$	235,775
Current portion of long-term debt		$	11,419		$	—	$	—		$	—		$	11,419
Accounts payable			72			4,248		539			(164	)		4,695
Accrued liabilities			(33	)		9,271		666			—			9,904
	Total current liabilities		11,458			13,519		1,205			(164	)		26,018
Note payable and long-term debt			132,992			—		—			—			132,992
Other long-term liabilities			5,079			6,184		743			—			12,006
	Total liabilities		149,529			19,703		1,948			(164	)		171,016
Redeemable and convertible preferred stock			540			—		—			—			540
Equity			64,219			236,000		1,382			(237,382	)		64,219
	Total liabilities and equity	$	214,288		$	255,703	$	3,330		$	(237,546	)	$	235,775

F-32

Condensed Consolidating Statements of Cash Flows
Year ended December 31, 2003 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities		$	(6,548	)	$	19,197		$	1,766		$	(23	)	$	14,392
Cash flows from investing activities:
	Capital expenditures		—			(5,193	)		(1,178	)		—			(6,371	)
	Transferred assets		—			140			(140	)		—			—
	Proceeds form sale of equipment		—			79			14			—			93
	Acquisitions, net of cash acquired		18,523			(32,965	)		52			—			(14,390	)
	Other noncurrent assets		298			—			—			—			298
Net cash provided by (used in) investing activities			18,821			(37,939	)		(1,252	)		—			(20,370	)
Cash flows from financing activities:
	Borrowings		8,000			—			—			—			8,000
	Repayments		(21,999	)		(68	)		—			—			(22,067	)
	Deferred financing fees		(673	)		—			—			—			(673	)
	Intercompany advances		(16,307	)		16,751			(455	)		11			—
	Proceeds for issuance of capital stock		18,717			—			—			—			18,717
Cash flows provided by (used for) financing activities			(12,262	)		16,683			(455	)		11			3,977
Effect of exchange rate changes in cash			—			46			52			—			98
Net increase (decrease) in cash and cash equivalents			11			(2,013	)		111			(12	)		(1,903	)
Cash and cash equivalents, beginning of year			3			5,407			455			12			5,877
Cash and cash equivalents, end of year		$	14		$	3,394		$	566		$	—		$	3,974

F-33

Condensed Consolidating Statements of Cash Flows
Year ended December 31, 2002 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used for) operating activities		$	(5,825	)	$	18,506		$	1,329		$	12	$	14,022
Cash flows from investing activities:
	Capital expenditures		—			(5,533	)		(685	)		—		(6,218	)
	Transferred assets		—			22			(22	)		—		—
	Proceeds form sale of equipment		—			398			—			—		398
	Acquisitions, net of cash acquired		(3,316	)		—			—			—		(3,316	)
	Other noncurrent assets		(310	)		—			—			—		(310	)
Net cash used in investing activities			(3,626	)		(5,113	)		(707	)		—		(9,446	)
Cash flows from financing activities:
	Borrowings		11,500			—			—			—		11,500
	Repayments		(12,462	)		(8	)		—			—		(12,470	)
	Deferred financing fees		(547	)		—			—			—		(547	)
	Intercompany advances		10,960			(10,503	)		(457	)		—		—
	Proceeds for issuance of capital stock		—			—			—			—		—
Cash flows provided by (used for) financing activities			9,451			(10,511	)		(457	)		—		(1,517	)
Net increase in cash and cash equivalents			—			2,882			165			12		3,059
Cash and cash equivalents, beginning of year			3			2,525			290			—		2,818
Cash and cash equivalents, end of year		$	3		$	5,407		$	455		$	12	$	5,877

F-34

Condensed Consolidating Statements of Cash Flows
Year ended December 31, 2001 (in 000s)

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Adjustments/ Eliminations			Consolidated
Net cash provided by (used for) operating activities		$	(13,691	)	$	23,776		$	(408	)	$	(315	)	$	9,362
Cash flows from investing activities:
	Capital expenditures		—			(5,824	)		(673	)		—			(6,497	)
	Transferred assets					378			(378	)					—
	Proceeds form sale of equipment		3			23			—			(12	)		14
	Acquisitions, net of cash acquired		(7,861	)		181			—			—			(7,680	)
	Other noncurrent assets		82			—			—			(82	)		—
Net cash used in investing activities			(7,776	)		(5,242	)		(1,051	)		(94	)		(14,163	)
Cash flows from financing activities:
	Borrowings		10,750			—			—			—			10,750
	Repayments		(14,000	)		—			—			—			(14,000	)
	Deferred financing fees		(276	)		—			—			—			(276	)
	Intercompany advances		17,674			(19,476	)		1,537			265			—
	Proceeds for issuance of capital stock		3,087			—			—			—			3,087
Cash flows provided by (used for) financing activities			17,235			(19,476	)		1,537			265			(439	)
Net increase (decrease) in cash and cash equivalents			(4,232	)		(942	)		78			(144	)		(5,240	)
Cash and cash equivalents, beginning of year			4,235			3,467			212			144			8,058
Cash and cash equivalents, end of year		$	3		$	2,525		$	290		$	—		$	2,818

F-35

MEDICAL DEVICE MANUFACTURING, INC.

Consolidated Condensed Balance Sheets

As of June 30, 2004 and December 31, 2003

(in thousands)

(unaudited)

			June 30, 2004			December 31, 2003
Assets
Current assets:
	Cash and cash equivalents		$	12,130		$	3,974
	Accounts receivable, net			49,772			20,661
	Inventories			59,024			28,776
	Prepaid expenses and other			4,564			1,764
		Total current assets		125,490			55,175
Property and equipment, net				83,312			39,258
Goodwill, net				297,687			113,855
Intangibles and other assets, net				94,042			70,847
		Total assets	$	600,531		$	279,135
Liabilities and stockholder's equity
Current liabilities:
	Current portion of long-term debt		$	1,965		$	12,370
	Accounts payable			23,181			7,574
	Accrued expenses			43,153			52,595
		Total current liabilities		68,299			72,539
Notes payable and long-term debt				367,070			123,876
Other long-term liabilities				23,485			13,314
		Total liabilities		458,854			209,729
Redeemable preferred stock				60			12,593
Stockholder's equity:
	Common stock and paid-in capital			202,528			115,472
	Accumulated other comprehensive income			1,120			1,324
	Retained deficit			(62,031	)		(59,983	)
		Total stockholder's equity		141,617			56,813
		Total liabilities and stockholder's equity	$	600,531		$	279,135

The accompanying notes are an integral part of these financial statements.

F-36

MEDICAL DEVICE MANUFACTURING, INC.

Unaudited Consolidated Statements of Operations

For the six months ended June 30, 2004 and 2003

(in thousands)

	Six Months Ended June 30,
	2004			2003
Net sales	$	112,147		$	82,860
Cost of sales		77,658			57,312
Gross profit		34,489			25,548
Selling, general and administrative expenses		16,575			13,145
Research and development expenses		1,176			1,303
Restructuring and other charges		—			1,404
Amortization of intangibles		2,450			2,204
Income from operations		14,288			7,492
Interest expense, net		12,015			8,841
Other expenses (income), including debt prepayment penalties of $3,295, for the three and six months ended June 30, 2004		3,265			(8	)
Loss before income taxes		(992	)		(1,341	)
Income tax expense (benefit)		1,057			(522	)
Net loss	$	(2,049	)	$	(819	)

The accompanying notes are an integral part of these financial statements.

F-37

MEDICAL DEVICE MANUFACTURING, INC.

Unaudited Consolidated Statements of Cash Flows

For the six months ended June 30, 2004 and 2003

(in thousands)

					Six Months Ended June 30,
					2004			2003
OPERATING ACTIVITIES:
	Net loss				$	(2,049	)	$	(819	)
	Cash provided by operating activities:
		Depreciation and amortization				6,003			5,574
		Amortization of debt discounts and non-cash interest accrued				6,383			3,381
		Non-cash compensation charge				105			112
		Gain on disposal of assets				(112	)		(12	)
		Changes in operating assets and liabilities:
			Increase in accounts receivable			(4,727	)		(754	)
			Increase in inventories			(3,371	)		(4,759	)
			Increase in prepaid expenses and other			(420	)		(378	)
			Increase/(Decrease) in accounts payable and accrued expenses			3,269			(984	)
	Net cash provided by operating activities					5,081			1,361
INVESTING ACTIVITIES:
	Purchase of property, plant & equipment					(4,178	)		(2,131	)
	Proceeds from sale of assets					1,373			43
	Acquisition of business					(213,176	)		(14,193	)
	Other noncurrent assets					12			167
	Net cash used in investing activities					(215,969	)		(16,114	)
FINANCING ACTIVITIES:
	Proceeds from long-term debt					372,000			8,000
	Principal payments on long-term debt					(184,056	)		(13,369	)
	Proceeds from issuance of capital stock					88,047			18,741
	Redemption of redeemable preferred stock					(18,750	)		—
	Dividends paid					(22,199	)		—
	Deferred financing fees					(15,968	)		(666	)
	Net cash provided by financing activities					219,074			12,706
EFFECT OF EXCHANGE RATE CHANGES IN CASH						(30	)		45
				Increase (decrease) in cash and cash equivalents		8,156			(2,002	)
Cash and cash equivalents at beginning of period						3,974			5,877
				Cash and cash equivalents at end of period	$	12,130		$	3,875
Supplemental disclosure of non-cash investing activities:
	Cash paid for business acquired:
		Working capital net of cash acquired of $14,304 and $1,161, respectively			$	1,669		$	1,892
		Property, plant and equipment				44,822			1,272
		Goodwill and intangible assets				195,544			15,152
		Long-term liabilities				(38,480	)		(969	)
		Change in accrued expenses for acquisitions related to earn-out and expense payments				9,621			(3,154	)
					$	213,176		$	14,193

        On May 31, 2004 stock was issued by the Company's parent valued at $27.3 million as payment for the Company's obligation under the Venusa acquisition's earn-out provisions.

The accompanying notes are an integral part of these financial statements.

F-38

MEDICAL DEVICE MANUFACTURING, INC.

Notes to Consolidated Financial Statements

June 30, 2004

(unaudited)

1.    Basis of Presentation:

        The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the fiscal year as a whole. For further information, refer to the Company's consolidated financial statements and footnotes thereto for the year ended December 31, 2003 included elsewhere herein.

        The Company is a wholly-owned subsidiary of UTI. UTI is a holding company with no operations and whose only asset is the stock of the Company. Proceeds from the issuance of debt and sale of stock of UTI were used by the Company for its acquisitions of its subsidiaries. Accordingly, in compliance with provisions of Staff Accounting Bulletin 54 (Topic 5-J), the accompanying financial statements reflect a change in accounting basis by the push down of UTI's debt and related interest expense and UTI's equity and stock based compensation to the financial statements of the Company.

        UTI allocates all interest and costs to the Company as all debt has been pushed down. Management believes the methods of allocation are reasonable.

2.    Acquisitions:

        On June 30, 2004, the Company acquired MedSource. The acquisition was accounted for as a purchase and accordingly the results of operations include MedSource's results beginning June 30, 2004. MedSource is an engineering and manufacturing services provider to the medical device industry. The purchase price was $219.2 million, consisting of $208.8 million for the purchase of common stock and the cash out of options and warrants, and $10.4 million of transaction fees. The purchase was financed by a combination of new debt and equity as discussed in notes 7 and 9. In addition, the existing indebtedness of MedSource equal to $36.1 million plus related accrued interest was repaid in conjunction with the acquisition. The Company expects to incur $31.8 million for integration and other liabilities.

F-39

        The purchase price allocations to the assets acquired and liabilities assumed are preliminary and subject to finalization of valuation fixed assets and intangibles and evaluation of integration plans. The preliminary purchase price allocation follows (in thousands):

Inventories	$	27,128
Other current assets		26,834
Property and equipment		44,822
Goodwill, intangibles and other assets		195,544
Current liabilities		(39,903	)
Debt assumed		(36,131	)
Other long-term liabilities		(14,739	)
Cash paid, net of cash acquired of $14,304	$	203,555

        On February 28, 2003, the Company acquired Venusa to further enhance its assembly and contract manufacturing capabilities for the medical device industry. The acquisition was accounted for as a purchase. The consolidated financial statements include Venusa's operating results from the date of acquisition. The purchase price was $15.7 million in cash subject to working capital adjustments and expenses. In addition, the share purchase agreement also provides for certain earn-out provisions which resulted in additional consideration of $2.8 million and $34.1 million as a result of Venusa's 2002 and 2003 earnings, respectively, as defined, which amounts were paid in 2004 in a combination of 25% cash and 75% Class A-7 5% Convertible Preferred Stock of UTI. The additional consideration increased goodwill.

        The following unaudited pro forma consolidated financial information reflects the purchase of MedSource and Venusa assuming the acquisitions had occurred as of January 1 of the year presented. This unaudited pro forma information has been provided for informational purposes only and is not necessarily indicative of the results of operations or financial condition that actually would have been achieved if the acquisitions had been on the date indicated, or that may be reported in the future (in thousands):

	Six Months ended June 30,
	2004		2003
Net Sales	$	205,922	$	177,127
Gross profit		57,660		51,182
Depreciation and amortization		10,354		10,432
Non cash compensation		404		453
Income (loss) from operations		19,083		(29,689	)
Net income (loss)		3,526		(41,717	)

F-40

        The pro forma information assumes the acquisitions occurred and the new debt structure was in place since January 1 of the year presented and includes the following material charges recognized by MedSource (in thousands):

	Six months ended June 30
	2004		2003
Goodwill impairment	$	—	$	40,000
Restructuring and other charges		2,334		3,274
Transaction costs		238		—
	$	2,572	$	43,274

3.    Restructuring Charges:

        During the fourth quarter of 2002, the Company announced the consolidation of its machining capabilities into the Wheeling, Illinois facility and the closing of its Miramar, Florida plant. The relocation was completed in 2003. In the six months ended June 30, 2003, the Company recognized an additional $1,538,074, in restructuring charges consisting of $506,246 for stay-on and relocation bonuses earned; $898,172 related to expenses to shut down and relocate the operations; and $133,656 related to excess inventory discarded (included in cost of sales in the consolidated statements of operations).

        In connection with the MedSource acquisition, the Company identified $27.0 million of costs associated with eliminating duplicate positions and plant consolidations which is comprised of $14.7 million in severance payments, $5.4 million in lease termination and $6.9 million to relocate operations. Severance payments relate to approximately 570 employees in manufacturing, selling and administration which are expected to be paid by mid-year 2006. All other costs are expected to be paid by 2010.

        The following table summarizes the recorded accruals and activity related to the restructuring (in thousands):

	Employee costs			Other costs			Total
Balance as of December 31, 2003	$	8		$	584		$	592
Plant closures and severance cost for MedSource integration		14,737			12,293			27,030
Paid year-to-date		(3	)		(521	)		(524	)
Balance June 30, 2004	$	14,742		$	12,356		$	27,098

4.    Stock Based Compensation:

        The Company accounts for stock options issued to employees using the intrinsic value method of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Had the Company elected to recognize compensation expense for the granting of

F-41

options under stock option plans based on the fair values at the grant dates consistent with the methodology prescribed by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation," pro forma net income would have been reported as follows (in thousands):

		Six months ended June 30
		2004			2003
Net loss:
	As reported	$	(2,049	)	$	(819	)
	Less total stock compensation expense—fair value method net of tax		(617	)		(120	)
	Pro forma loss	$	(2,666	)	$	(939	)

5.    Comprehensive Income (loss):

        Comprehensive income (loss) represents net income (loss) plus the results of any stockholders' equity changes related to currency translation, derivative instruments and minimum pension liability. For the six months ended June 30, 2004 and 2003, the Company reported comprehensive income (loss) of (in thousands):

	Six months ended June 30
	2004			2003
Net loss	$	(2,049	)	$	(819	)
Cumulative translation adjustment		(203	)		445
Net gain on derivative instrument		—			657
Comprehensive income (loss)	$	(2,252	)	$	283

6.    Inventories:

        Inventories consisted of the following (in thousands):

	June 30, 2004		December 31, 2003
Raw materials	$	19,459	$	8,184
Intermediate stock		4,241		3,677
Work-in-process		22,020		8,188
Finished goods		13,304		8,727
Total	$	59,024	$	28,776

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7.    Short-term and long-term debt:

        On June 30, 2004, the Company entered into a new Credit and Guaranty Agreement ("Agreement") which included $194.0 million of term loans and up to $40.0 million available under the revolving credit facility. The term loans bear interest at variable rates. At June 30, 2004, the interest rate was 4.4%. Over the next five years principal payments are due in the amounts of $1.9 million per year plus, beginning in 2006, 75% of excess cash flow, as defined by the Agreement. The balance is due June 30, 2010. As of June 30, 2004, $3.3 million of the revolving credit facility was supporting the Company's letters of credit, leaving $36.7 million available.

        On June 30, 2004, the Company issued $175.0 million of 10% Senior Subordinated Notes due July 15, 2012. Interest is payable on January 15 and July 15 each year beginning January 15, 2005.

        On June 30, 2004, the Company and UTI repaid its debt under the previous Credit Agreement of $83.5 million, its Senior Subordinated Notes of $21.5 million, and UTI's Senior Notes of $38.3 million. The Company and UTI also paid prepayment penalties of $4.7 million on the Senior Subordinated Notes and Senior Notes. As a result of these transactions the Company also recognized interest expense of $2.9 million for the write-off of unamortized debt discounts and $1.6 million for the write-off of unamortized deferred financing fees related to the retired debt. The Company incurred $15.9 million of fees related to the new debt which will be amortized over the life of the debt.

        The Company's debt agreements contain various covenants, including minimum cash flow (as defined), debt service coverage ratios and maximum capital spending limits. In addition, the debt agreements restrict the Company from paying dividends and making certain investments.

8.    Income taxes:

        The effective income tax rate for the six months ended June 30, 2004 differs from the statutory rate due to continuing losses and state and foreign taxes.

9.    Capital Stock and Redeemable Preferred Stock:

        In May, 2004, UTI issued 200,000 shares of its Class B-2 Convertible Preferred Stock to its Chief Executive Officer in respect of services performed for UTI in such capacity.

        On May 31, 2004, UTI issued 1,854,071 shares of its Convertible Preferred Stock valued at $27.3 million as partial payment of its obligation under the Venusa acquisition's earn-out provisions.

        On June 30, 2004, UTI sold 7,568,980 shares of its new Class A-8 5% Convertible Preferred Stock for $88.0 million, net of $1.8 million in fees. UTI also paid dividends of $22.2 million on its Class A Convertible Preferred Stock (other than the Class A-8) and its Class C Senior Redeemable Preferred Stock. UTI also paid $18.8 million to repurchase all outstanding shares of its Class C Redeemable Preferred Stock. These amounts, as well as the dividends, have been reflected in additional paid-in capital from UTI in the Company's financial statements.

F-43

10.    Environmental Matters:

        In 2001, the United States Environmental Protection Agency, or EPA, approved a Final Design Submission submitted by UTI Pennsylvania, a wholly owned subsidiary of the Company, to the EPA in respect of a July 1988 Administrative Consent Order issued by the EPA requiring UTI Pennsylvania to study and, if necessary, remediate the groundwater and soil beneath and around its plant in Collegeville, Pennsylvania. Since that time, UTI Pennsylvania has implemented and is operating successfully a contamination treatment system approved by the EPA. MedSource's subsidiaries also operate or formerly operated facilities located on properties where environmental contamination may have occurred or be present.

        At June 30, 2004, the Company had a long-term liability of $8.8 million related to the potential MedSource remediation and the Collegeville remediation. At December 31, 2003, the Company had a long-term liability of $4.0 million related to the Collegeville remediation. The increase in the liability relates to the MedSource acquisition. The Company has prepared estimates of its potential liability for these properties, if any, based on available information. Changes in EPA standards, improvement in cleanup technology and discovery of additional information, however, could affect the estimated costs associated with these matters in the future.

11.    Subsidiary Guarantors:

        In connection with the Company's issuance of its $175.0 million principal amount of 10% Senior Subordinated Notes due 2012, all of the Subsidiary Guarantors guaranteed on a joint and several, full and unconditional basis, the repayment by the Company of such notes. The Non-Guarantor Subsidiaries will not guarantee such indebtedness.

        The following tables present the unaudited condensed consolidating balance sheets of the Company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries as of June 30, 2004 and

F-44

December 31, 2003, the unaudited consolidating statements of operations and cash flows for the six months ended June 30, 2004 and June 30, 2003.

Consolidating Statements of Operations
Six months ended June 30, 2004 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	105,145		$	7,338		$	(336	)	$	112,147
Cost of sales			—			72,990			5,004			(336	)		77,658
Selling, general and administrative expenses			111			15,186			1,278			—			16,575
Research and development expenses			—			1,052			124			—			1,176
Amortization of intangibles			—			2,450			—			—			2,450
	Income (loss) from operations		(111	)		13,467			932			—			14,288
Interest expense (income)			11,967			(86	)		134			—			12,015
Other expense (income)			3,295			35			(65	)		—			3,265
Equity in earnings (losses) of affiliates			9,009			786			—			(9,795	)		—
Income tax expense (benefit)			(4,315	)		5,295			77			—			1,057
	Net income (loss)	$	(2,049	)	$	9,009		$	786		$	(9,795	)	$	(2,049	)

Consolidating Statements of Operations
Six months ended June 30, 2003 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	77,343		$	5,649		$	(132	)	$	82,860
Cost of sales			—			53,521			3,923			(132	)		57,312
Selling, general and administrative expenses			124			12,035			986			—			13,145
Research and development expenses			—			1,217			86			—			1,303
Restructuring and other charges			—			1,404			—			—			1,404
Amortization of intangibles			14			2,190			—			—			2,204
	Income (loss) from operations		(138	)		6,976			654			—			7,492
Interest expense (income)			8,787			(71	)		125			—			8,841
Other expense (income)			—			37			(45	)		—			(8	)
Equity in earnings (losses) of affiliates			4,790			529			—			(5,319	)		—
Income tax expense (benefit)			(3,316	)		2,749			45			—			(522	)
	Net income (loss)	$	(819	)	$	4,790		$	529		$	(5,319	)	$	(819	)

F-45

Condensed Consolidating Balance Sheets
June 30, 2004 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents		$	5,461		$	5,529		$	1,140		$	—		$	12,130
Receivables, net			—			47,764			2,017			(9	)		49,772
Inventories			—			57,130			1,894			—			59,024
Prepaid expenses and other			—			4,450			114			—			4,564
Deferred income taxes			—			—			—			—			—
	Total current assets		5,461			114,873			5,165			(9	)		125,490
Property, plant and equipment			—			78,935			4,377			—			83,312
Deferred income taxes			955			(926	)		(29	)		—			—
Intercompany receivable (payable)			(2,653	)		4,491			(1,838	)		—			—
Investment in subsidiaries			492,703			4,380			—			(497,083	)		—
Goodwill, net			1,088			296,599			—			—			297,687
Intangibles and other assets, net			15,930			78,112			—			—			94,042
	Total assets	$	513,484		$	576,464		$	7,675		$	(497,092	)	$	600,531
Current portion of long-term debt		$	1,940		$	25		$	—		$	—		$	1,965
Accounts payable			—			22,709			481			(9	)		23,181
Accrued liabilities			596			41,017			1,540			—			43,153
	Total current liabilities		2,536			63,751			2,021			(9	)		68,299
Note payable and long-term debt			367,060			10			—			—			367,070
Other long-term liabilities			2,211			20,000			1,274			—			23,485
	Total liabilities		371,807			83,761			3,295			(9	)		458,854
Redeemable and convertible preferred stock			60			—			—			—			60
Stockholders' equity			141,617			492,703			4,380			(497,083	)		141,617
	Total liabilities and stockholders' equity	$	513,484		$	576,464		$	7,675		$	(497,092	)	$	600,531

F-46

Condensed Consolidating Balance Sheets
December 31, 2003 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents		$	14		$	3,394		$	566		$	—		$	3,974
Receivables, net			—			19,076			1,664			(79	)		20,661
Inventories			—			26,811			1,965			—			28,776
Prepaid expenses and other			—			1,686			78			—			1,764
	Total current assets		14			50,967			4,273			(79	)		55,175
Property, plant and equipment			—			34,894			4,364			—			39,258
Deferred income taxes			955			(926	)		(29	)		—			—
Intercompany receivable (payable)			(20,793	)		22,313			(1,525	)		5			—
Investment in subsidiaries			264,740			3,822			—			(268,562	)		—
Goodwill, net			1,054			112,801			—			—			113,855
Intangibles and other assets, net			2,034			68,813			—			—			70,847
	Total assets	$	248,004		$	292,684		$	7,083		$	(268,636	)	$	279,135
Current portion of long-term debt		$	12,343		$	27		$	—		$	—		$	12,370
Accounts payable			—			7,037			612			(75	)		7,574
Accrued liabilities			36,070			15,132			1,392			1			52,595
	Total current liabilities		48,413			22,196			2,004			(74	)		72,539
Note payable and long-term debt			123,855			21			—			—			123,876
Other long-term liabilities			6,330			5,727			1,257			—			13,314
	Total liabilities		178,598			27,944			3,261			(74	)		209,729
Redeemable and convertible preferred stock			12,593			—			—			—			12,593
Stockholders' equity			56,813			264,740			3,822			(268,562	)		56,813
	Total liabilities and stockholders' equity	$	248,004		$	292,684		$	7,083		$	(268,636	)	$	279,135

F-47

Consolidating Statements of Cash Flows
Six months ended June 30, 2004 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	(4,165	)	$	8,402		$	844		$	—	$	5,081
Cash flows from investing activities:												—
	Capital expenditures		—			(3,625	)		(553	)		—		(4,178	)
	Transferred assets		—			(8	)		8			—		—
	Proceeds from sale of equipment		—			1,373			—			—		1,373
	Acquisitions, net of cash acquired		(218,480	)		5,304			—			—		(213,176	)
	Other noncurrent assets		12			—			—			—		12
Net cash provided by (used in) investing activities			(218,468	)		3,044			(545	)		—		(215,969	)
Cash flows from financing activities:
	Borrowing		372,000			—			—			—		372,000
	Repayments		(147,910	)		(36,146	)		—			—		(184,056	)
	Intercompany advances		(27,140	)		26,826			314			—		—
	Proceeds for issuance of capital stock		88,047			—			—			—		88,047
	Redemption of capital stock		(18,750	)		—			—			—		(18,750	)
	Dividends paid		(22,199	)		—			—			—		(22,199	)
	Deferred financing fees		(15,968	)		—			—			—		(15,968	)
Cash flows provided by (used in) financing activities			228,080			(9,320	)		314			—		219,074
Effect of exchange rate changes in cash			—			9			(39	)		—		(30	)
Net increase in cash and cash equivalents			5,447			2,135			574			—		8,156
Cash and cash equivalents, beginning of year			14			3,394			566			—		3,974
Cash and cash equivalents, end of year		$	5,461		$	5,529		$	1,140		$	—	$	12,130

F-48

Consolidating Statements of Cash Flows
Six months ended June 30, 2003 (in thousands):

		Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	(4,181	)	$	4,996		$	546		$	—	$	1,361
Cash flows from investing activities:
	Capital expenditures		—			(1,954	)		(177	)		—		(2,131	)
	Transferred assets		—			77			(77	)		—		—
	Proceeds from sale of equipment		—			43			—			—		43
	Acquisitions, net of cash acquired		(15,359	)		1,166			—			—		(14,193	)
	Other noncurrent assets		167			—			—			—		167
Net cash used in investing activities			(15,192	)		(668	)		(254	)		—		(16,114	)
Cash flows from financing activities:
	Borrowing		8,000			—			—			—		8,000
	Repayments		(13,328	)		(41	)		—			—		(13,369	)
	Intercompany advances		(1,860	)		1,807			53			—		—
	Proceeds for issuance of capital stock		18,741			—			—			—		18,741
	Deferred financing fees		(666	)		—			—			—		(666	)
Cash flows provided by financing activities			10,887			1,766			53			—		12,706
Effect of exchange rate changes in cash			—			3			42			—		45
Net increase (decrease) in cash and cash equivalents			(8,486	)		6,097			387			—		(2,002	)
Cash and cash equivalents, beginning of year			2			5,368			507			—		5,877
Cash and cash equivalents, end of year		$	(8,484	)	$	11,465		$	894		$	—	$	3,875

F-49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
MedSource Technologies, Inc.

        We have audited the accompanying consolidated balance sheets of MedSource Technologies, Inc. and subsidiaries as of June 30, 2003 and 2002, and the related consolidated statements of operations, changes in mandatory redeemable convertible stock and stockholders' equity (deficit), and cash flows for each of the three years in the period ended June 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Overnight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of MedSource Technologies, Inc. and subsidiaries at June 30, 2003 and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 2003, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
July 28, 2003

F-50

MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

			June 30, 2003			June 30, 2002
Assets
Current assets:
	Cash and cash equivalents		$	10,781		$	38,268
	Accounts receivable, net of allowance of $818 in 2003 and $646 in 2002			23,710			24,031
	Inventories			25,617			20,503
	Prepaid expenses and other current assets			4,318			2,402
		Total current assets		64,426			85,204
Property, plant, and equipment, net				52,752			42,045
Goodwill				96,582			113,113
Other identifiable intangible assets, net				1,432			4,092
Deferred financing costs				1,682			1,971
Other assets				1,343			1,404
		Total assets	$	218,217		$	247,829
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable		$	10,868		$	7,924
	Accrued compensation and benefits			5,498			5,352
	Other accrued expenses			2,293			3,491
	Reserve for restructuring			958			2,381
	Current portion of obligations under capital leases			1,326			439
	Current portion of long-term debt			6,427			5,500
		Total current liabilities		27,370			25,087
Obligations under capital leases				3,962			1,467
Long-term debt, less current portion				30,073			34,500
Other long-term liabilities				731			455
Stockholders' equity:
	6% Series E preferred stock, par value $0.01 per share:
		Authorized shares		—			6,000
		Issued and outstanding shares—none at 2003 and 1,935 at 2002		—			1,974
	Common stock, par value $0.01 per share:
		Authorized shares—70,000,000 at 2003 and 2002
		Issued shares—28,905,719 at 2003 and 26,918,533 at 2002		289			269
	Additional paid-in capital			277,791			268,455
	Treasury stock, 113,696 at 2003 and 97,576 at 2002			(1,463	)		(1,282	)
	Accumulated other comprehensive loss			(288	)		—
	Accumulated deficit			(118,326	)		(83,025	)
	Unearned compensation			(1,922	)		(71	)
		Total stockholders' equity		156,081			186,320
		Total liabilities and stockholders' equity	$	218,217		$	247,829

See accompanying notes.

F-51

MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Share and Per Share Amounts)

		Fiscal Year Ended June 30,
		2003			2002			2001
Revenues		$	177,298		$	158,899		$	128,462
Cost and expenses:
	Cost of products sold		131,970			117,089			94,386
	Selling, general, and administrative expense		33,495			29,876			26,199
	Amortization of goodwill and other intangibles		338			340			5,640
	Impairment of intangible assets		40,000			—			—
	Restructuring charges		3,724			—			11,464
	Total cost and expenses		209,527			147,305			137,689
Operating (loss) income			(32,229	)		11,594			(9,227	)
Interest expense, net			(2,669	)		(7,671	)		(10,213	)
Loss on debt extinguishment			—			(6,857	)		—
Other (expense) income			(100	)		(4,782	)		53
Loss before income taxes			(34,998	)		(7,716	)		(19,387	)
Income tax (expense) benefit			(267	)		118			(70	)
Net loss			(35,265	)		(7,598	)		(19,457	)
Preferred stock dividends and accretion of discount on preferred stock			—			(31,168	)		(9,688	)
Net loss attributed to common stockholders		$	(35,265	)	$	(38,766	)	$	(29,145	)
Net loss per share attributed to common stockholders—basic and diluted		$	(1.28	)	$	(3.50	)	$	(5.55	)
Weighted average common shares outstanding—basic and diluted			27,602,806			11,086,103			5,252,749

See accompanying notes.

F-52

MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN MANDATORY REDEEMABLE
CONVERTIBLE STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(In Thousands)

	Mandatory Redeemable Convertible Stock												Stockholders' Equity (Deficit)
	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Series F Preferred Stock			Series A Convertible Preferred Stock		Series E Convertible Preferred Stock			Series Z Preferred Stock
Balance at July 1, 2000		22,293			—			—			—			—		—			1
Cumulative effect change due to implementation of SFAS No. 133		—			—			—			—			—		—			—
Change in fair value of interest rate swaps		—			—			—			—			—		—			—
Net loss for the year		—			—			—			—			—		—			—
Comprehensive loss for the period		—			—			—			—			—		—			—
Sale and issuance of Series C preferred stock, net of costs of $3,061		—			37,239			—			—			—		—			—
Issuance of Series D preferred stock and options for acquired business		—			—			31,575			—			—		—			—
Issuance of stock pursuant to option exercises		—			—			374			—			—		—			—
Accretion of discounts on mandatory redeemable convertible preferred stock		2,379			275			391			—			—		—			—
Accrued dividends on mandatory redeemable convertible preferred stock		1,617			1,676			1,048			—			—		—			—
Amortization of unearned compensation		—			—			—			—			—		—			—
Balance at June 30, 2001		26,289			39,190			33,388			—			—		—			1
Change in fair value of interest rate swaps		—			—			—			—			—		—			—
Net loss for the period		—			—			—			—			—		—			—
Comprehensive loss for the period		—			—			—			—			—		—			—
Issuance of stock pursuant to option exercises		—			—			48			—			—		—			—
Sale of Series E preferred stock and common stock purchase warrants		—			—			—			—			—		4,168			—
Accretion of discounts on mandatory redeemable convertible preferred stock		177			310			598			—			—		—			—
Accrued dividends on mandatory redeemable convertible preferred stock		1,276			2,415			1,571			—			—		—			—
Amortization of unearned compensation		—			—			—			—			—		—			—
Issuance of preferred and common stock for acquired business		—			—			—			3,636			—		—			—
Conversion of Series Z to common stock		—			—			—			—			—		—			(1	)
Conversion of Series A to common stock		—			—			—			—			—		—			—
Conversion of Series B to common stock		(22,980	)		—			—			—			—		—			—
Conversion of Series D to common stock		—			—			(35,605	)		—			—		—			—
Conversion of Series C to common stock		—			(41,915	)		—			—			—		—			—
Payment of Series B dividend		(4,762	)		—			—			—			—		—			—
Sale of common stock, net of issuance costs		—			—			—			—			—		—			—
Amortization of discount on redeemable preferred stock		—			—			—			364			—		1,832			—
Amortization of dividend on redeemable preferred stock		—			—			—			63			—		119			—
Return on Series C preferred stock		—			—			—			—			—		—			—
Termination of interest rate swap		—			—			—			—			—		—			—
Redemption of Series F preferred stock		—			—			—			(4,063	)		—		—			—
Redemption of Series E preferred stock		—			—			—			—			—		(4,145	)		—
Shares received from sale of business		—			—			—			—			—		—			—
Balance at June 30, 2002		—			—			—			—			—		1,974			—
Change in fair value of interest rate cap		—			—			—			—			—		—			—
Net loss for the period		—			—			—			—			—		—			—
Comprehensive loss for the period		—			—			—			—			—		—			—
Common stock issued for acquired business		—			—			—			—			—		—			—
Redemption of Series E preferred stock		—			—			—			—			—		(1,974	)		—
Sale of common stock, net of issuance costs		—			—			—			—			—		—			—
Issuance of restricted common stock		—			—			—			—			—		—			—
Forfeiture of restricted common stock		—			—			—			—			—		—			—
Amortization of unearned compensation		—			—			—			—			—		—			—
Balance at June 30, 2003	$	—		$	—		$	—		$	—		$	—	$	—		$	—

See accompanying notes.

F-53

	Stockholders' Equity (Deficit)
	Number of Common Shares	Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Unearned Compensation			Total Stockholders' Equity (Deficit)
Balance at July 1, 2000	5,235		52		33,591			—			—			(18,572	)		—			15,072
Cumulative effect change due to implementation of SFAS No. 133	—		—		—			—			1,097			—			—			1,097
Change in fair value of interest rate swaps	—		—		—			—			(2,657	)		—			—			(2,657	)
Net loss for the year	—		—		—			—			—			(19,457	)		—			(19,457	)
Comprehensive loss for the period	—		—		—			—			—			—			—			(22,114	)
Sale and issuance of Series C preferred stock, net of costs of $3,061	—		—		—			—			—			—			—			—
Issuance of Series D preferred stock and options for acquired business	—		—		—			—			—			—			(286	)		(286	)
Issuance of stock pursuant to option exercises	21		—		284			—			—			—			—			284
Accretion of discounts on mandatory redeemable convertible preferred stock	—		—		—			—			—			(3,045	)		—			(3,045	)
Accrued dividends on mandatory redeemable convertible preferred stock	—		—		—			—			—			(4,341	)		—			(4,341	)
Amortization of unearned compensation	—		—		—			—			—			—			72			72
Balance at June 30, 2001	5,256		52		33,875			—			(1,560	)		(45,415	)		(214	)		(13,261	)
Change in fair value of interest rate swaps	—		—		—			—			(374	)		—			—			(374	)
Net loss for the period	—		—		—			—			—			(7,598	)		—			(7,598	)
Comprehensive loss for the period	—		—		—			—			—			—			—			(7,972	)
Issuance of stock pursuant to option exercises	—		—		19			—			—			—			—			19
Sale of Series E preferred stock and common stock purchase warrants	—		—		1,832			—			—			—			—			6,000
Accretion of discounts on mandatory redeemable convertible preferred stock	—		—		—			—			—			(1,085	)		—			(1,085	)
Accrued dividends on mandatory redeemable convertible preferred stock	—		—		—			—			—			(5,262	)		—			(5,262	)
Amortization of unearned compensation	—		—		—			—			—			—			143			143
Issuance of preferred and common stock for acquired business	824		8		9,883			—			—			—			—			9,891
Conversion of Series Z to common stock	650		7		(6	)		—			—			—			—			—
Conversion of Series A to common stock	1,919		19		(19	)		—			—			—			—			—
Conversion of Series B to common stock	3,327		33		22,947			—			—			—			—			22,980
Conversion of Series D to common stock	1,770		18		35,587			—			—			—			—			35,605
Conversion of Series C to common stock	3,906		39		41,876			—			—			—			—			41,915
Payment of Series B dividend	—		—		—			—			—			—			—			—
Sale of common stock, net of issuance costs	9,266		93		101,174			—			—			—			—			101,267
Amortization of discount on redeemable preferred stock	—		—		—			—			—			(2,196	)		—			(364	)
Amortization of dividend on redeemable preferred stock	—		—		—			—			—			(182	)		—			(63	)
Return on Series C preferred stock	—		—		21,287			—			—			(21,287	)		—			—
Termination of interest rate swap	—		—		—			—			1,934			—			—			1,934
Redemption of Series F preferred stock	—		—		—			—			—			—			—			—
Redemption of Series E preferred stock	—		—		—			—			—			—			—			(4,145	)
Shares received from sale of business	—		—		—			(1,282	)		—			—			—			(1,282	)
Balance at June 30, 2002	26,918		269		268,455			(1,282	)		—			(83,025	)		(71	)		186,320
Change in fair value of interest rate cap	—		—		—			—			(288	)		—			—			(288	)
Net loss for the period	—		—		—			—			—			(35,265	)		—			(35,265	)
Comprehensive loss for the period	—		—		—			—			—			—			—			(35,553	)
Common stock issued for acquired business	667		7		5,997			—			—			—			—			6,004
Redemption of Series E preferred stock	—		—		—			—			—			(36	)		—			(2,010	)
Sale of common stock, net of issuance costs	430		4		926			—			—			—			—			930
Issuance of restricted common stock	875		9		2,413			—			—			—			(2,422	)		—
Forfeiture of restricted common stock	16		—		—			(181	)		—			—			159			(22	)
Amortization of unearned compensation	—		—		—			—			—			—			412			412
Balance at June 30, 2003	28,906	$	289	$	277,791		$	(1,463	)	$	(288	)	$	(118,326	)	$	(1,922	)	$	156,081

See accompanying notes.

F-54

MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

			Fiscal Year Ended June 30,
			2003			2002			2001
Operating activities
Net loss			$	(35,265	)	$	(7,598	)	$	(19,457	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation			8,648			7,791			6,555
	Amortization of goodwill and other intangibles			338			340			5,640
	Amortization of deferred financing costs and discount on long-term debt			658			6,157			1,122
	Amortization of unearned compensation			412			143			72
	Impairment of intangible assets			40,000			—			—
	Restructuring charges			—			—			11,464
	Loss (gain) on sale of equipment			926			—			(29	)
	Changes in operating assets and liabilities, net of effect of businesses acquired:
		Accounts and notes receivable		1,221			(1,682	)		(4,296	)
		Inventories		(4,676	)		(6,889	)		(1,775	)
		Prepaid expenses and other current assets		(1,494	)		768			(836	)
		Interest escrow fund		—			1,849			2,500
		Accounts payable, accrued compensation and benefits, accrued expenses, and other		(926	)		(7,514	)		476
		Other		(484	)		(1,120	)		(183	)
Net cash provided by (used in) operating activities				9,358			(7,755	)		1,253
Investing activities
Acquisition of businesses, net of cash acquired				(22,617	)		(6,312	)		(378	)
Other additions to plant and equipment, net				(12,783	)		(8,598	)		(11,491	)
Proceeds from sale of equipment				80			245			242
Net cash used in investing activities				(35,320	)		(14,665	)		(11,627	)
Financing activities
Proceeds from sale and leaseback of equipment				3,818			—			—
Proceeds from issuance of long-term debt, net of financing costs, and interest escrow fund				8,000			37,939			105
Payments of long-term debt				(12,307	)		(91,890	)		(5,549	)
Proceeds from sale of Series C and D preferred stock, net of costs				—			—			37,897
Proceeds from sale of Series E preferred stock and common stock, net of costs				974			107,286			—
Payments of Series B dividends				—			(4,762	)		—
Redemption of Series E and F preferred stock				(2,010	)		(8,208	)		—
Net payments on lines of credit				—			—			(4,000	)
Other				—			34			—
Net cash (used in) provided by financing activities				(1,525	)		40,399			28,453
(Decrease) increase in cash and cash equivalents				(27,487	)		17,979			18,079
Cash and cash equivalents at beginning of period				38,268			20,289			2,210
Cash and cash equivalents at end of period			$	10,781		$	38,268		$	20,289
Supplemental disclosure of cash flow information
Cash paid for interest			$	2,672		$	7,018		$	9,319
Cash paid for income taxes			$	—		$	108		$	150
Preferred and common stock issued for acquisitions			$	6,004		$	13,527		$	31,289

See accompanying notes.

F-55

MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization and Description of Business

        MedSource Technologies, Inc. (the "Company") was formed as a Delaware corporation on April 14, 1998. For the period from April 14, 1998 through March 30, 1999 (inception of operations), the Company had no employees or other operations.

        The Company and its subsidiaries operate in one business segment and provide product development and design services, precision metal and plastic part manufacturing, product assembly services and supply chain management primarily for the medical device industry. The Company's operations and customer base are located primarily in North America.

2.    Significant Accounting Policies

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Cash Equivalents

        Cash equivalents include money market mutual funds and other highly liquid investments purchased with maturities of three months or less. The cash equivalents are carried at cost, which approximates market.

Allowances for doubtful accounts

        We specifically analyze our accounts receivable, historical bad debts, customer concentrations, customer credit-worthiness, and current economic trends, when evaluating the adequacy of our allowance for doubtful accounts. The reserve requirements are based on the best facts available to us and are reevaluated and adjusted as additional information is received. We are not able to predict changes in our customers' financial condition. If the condition of our customers deteriorates we may have to update our estimates, which could have a material adverse effect on our financial condition. As of June 30, 2003, we had $0.8 million reserved against our accounts receivable.

Inventories

        Inventories include material, labor and overhead and are stated at the lower of cost, using the FIFO (first-in, first-out) method, or market. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements compared to current or committed inventory levels. Our reserve requirements generally increase as demand decreases due to changes in among other things, market conditions, product life cycles, and technological obsolescence.

Property, Plant, and Equipment

        Property, plant, and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of capital leases and leasehold improvements is provided on a straight-line basis over the lives of the related assets or the life of the lease, whichever is shorter, and is included with depreciation expense.

F-56

Goodwill and Other Intangible Assets

        Goodwill represents the cost in excess of the fair value of the tangible and identifiable intangible assets of the businesses acquired and, prior to July 1, 2001, was being amortized on a straight-line basis over 20 years based on the operating histories and market niches of these businesses. Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill must be tested for impairment annually, or more often if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a two-step approach. Step one is to compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss, if any. Step two compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination is determined. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The Company has one operating segment consisting of multiple manufacturing facilities with similar economic characteristics producing goods for a similar set of customers (i.e., the medical device industry). Thus the Company has concluded that it currently has one reporting unit for purposes of the goodwill impairment test. The Company estimates the present value of its estimated future cash flows or other market valuation techniques to measure the fair value of the reporting unit.

        The identifiable intangible assets consist mainly of patents and are amortized over the life of the patents.

        See Note 6—Goodwill and Other Intangible Assets for a more detailed discussion of the fiscal 2003 impairment test and $40.0 million impairment charge.

Impairment of Long-Lived Assets

        The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the Company plans to continue to use the assets in ongoing operations, the estimated future cash flows (undiscounted and without interest charges) from the use of the assets are compared to the current carrying amount. If the current carrying value of the assets is greater than the assets' fair market value, an impairment charge is recognized equal to the difference. If the Company plans to dispose of the assets via sale, estimates of fair market value are taken from appropriate external sources. If the asset's carrying value exceeds the asset's fair market value an impairment charge is recognized equal to the difference, and the asset is reclassified on the consolidated balance sheet to the assets held for sale category.

Deferred Financing Costs

        Costs incurred in connection with arranging the Company's long-term debt agreements are capitalized and amortized over the life of the related debt issuance using the effective interest method. Accumulated amortization was $0.7 million at June 30, 2003, $0.1 million at June 30, 2002 and $1.9 million at June 30, 2001. See Note 7—Long-Term Debt for a detailed description of our long-term debt transactions.

F-57

Deferred Income Taxes

        Deferred income taxes are determined using the liability method, which gives consideration to the future tax consequences associated with differences between the financial accounting and tax basis of assets and liabilities. This method also gives immediate effect to changes in income tax laws.

Revenue Recognition

        The Company recognizes revenue when persuasive evidence of a final agreement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. Revenue from product sales is primarily recognized at the time of shipment. Product shipments are supported by purchase orders from customers that indicate the price for each product. For services, we recognize revenue primarily on a time and materials basis. Service revenues are supported by customer orders or contracts that indicate the price for the services being rendered. For fiscal 2003, 2002, and 2001 service revenues were less than 10% of total revenues.

Shipping and Handling Costs

        The Company includes shipping and handling costs in the cost of products sold.

Stock-Based Compensation

        The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, in the primary financial statements and to provide the supplemental disclosures required by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. Stock compensation is awarded to key employees in the form of stock options and restricted stock. All stock options are issued at fair market value on the date of grant. Accordingly, we did not recognize stock compensation expenses for stock options granted during the periods presented. In determining the fair value of options granted during fiscal 2003, the Company used the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility factor of 94.5%; risk-free interest rate of 1.975%; dividend yield of zero; and an expected option life of four years. For options granted prior to fiscal 2003, we determined the fair value of options granted using the minimum value option pricing model with the following weighted average assumptions: risk-free interest rate of 5.5%; dividend yield of zero; and an expected option life of four years. The change in option pricing methodologies in fiscal 2003 is the result of being a public traded company during the entire fiscal year. The minimum value-option pricing model is not permitted for publicly traded companies under SFAS No. 123. The following table summarizes what our operating results

F-58

would have been if we had utilized the fair value method of accounting for stock options (in thousands):

	FY2003			FY2002			FY2001
Net loss as reported	$	(35,265	)	$	(38,766	)	$	(29,145	)
Stock compensation expense—fair value based method		(1,721	)		(1,022	)		(482	)
Pro forma net loss	$	(36,986	)	$	(39,788	)	$	(29,627	)
Loss per share as reported (basic and diluted)	$	(1.28	)	$	(3.50	)	$	(5.55	)
Pro forma loss per share (basic and diluted)	$	(1.34	)	$	(3.59	)	$	(5.64	)

        We have issued restricted stock as part of employee incentive plans. The fair market value of the restricted stock is amortized over the projected remaining vesting period. During the fiscal year ended June 30, 2003, we incurred $0.3 million of non-cash stock compensation expenses related to restricted stock issuances. No such charges were incurred in fiscal 2002 and fiscal 2001. (see Note 10—Mandatory Redeemable Convertible Stock and Stockholders' Equity).

Concentration of Credit Risks

        Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company performs ongoing credit evaluations of its customers, does not generally require collateral or other security, and maintains an allowance for potential credit losses.

Significant Customers

        Customers that accounted for more than 10% of consolidated revenues are as follows:

	Year Ended June 30,
	2003		2002		2001
Customer A	27	%	25	%	18	%
Customer B	12		12		12
Customer C	11		—		—

        At June 30, 2003 and 2002 receivables from these customers represented 37% and 17% respectively, of total accounts receivable.

Fair Value of Financial Instruments

        The Company's financial instruments consist primarily of cash equivalents, accounts receivable, accounts payable, and debt instruments. The carrying amounts of financial instruments other than the debt instruments are representative of their fair values due to their short maturities. The Company's principal long-term debt agreements bear interest at market rates; thus, management believes their carrying amounts approximate fair value. Management believes the carrying amount of the remaining loans is not materially different from estimated fair value.

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Net Loss Per Common Share

        Net loss per common share attributed to common stockholders is based on the net loss for the period adjusted for dividend requirements on all preferred stock and accretion of discounts on mandatory redeemable preferred stock. The resulting net loss attributed to common stockholders is divided by the weighted average number of shares of common stock outstanding during the period to arrive at the basic net loss per share attributed to common stockholders. For all periods presented, the impact of the assumed exercise of certain options, warrants, and unvested restricted stock was anti-dilutive, and those securities were therefore excluded from the computation.

Hedging Activities

        The Company accounts for its derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The statement requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through earnings. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

        We have a derivative financial instrument to hedge our exposure to changes in interest rates. The financial instrument is marked-to-market each financial statement date. The change in the hedge's fair market value was recognized in other comprehensive income. Upon payment of the underlying note payable the unrealized gain or loss recognized in accumulated comprehensive income will be reclassified as a realized gain or loss in our operating results. (See Note 7—Long-Term Debt.)

Reclassification

        Certain prior year amounts have been reclassified to conform with the current year presentation.

Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

        In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets," which replaced SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." Though SFAS No. 144 retained the basic guidance of SFAS No. 121, regarding when and how to measure an impairment loss, it provides additional implementation guidelines. The Company adopted this statement in the first quarter of fiscal 2003 and its adoption did not have a material impact on the Company's financial statements.

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        In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statement No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical corrections. SFAS No. 145 required us to reclassify the fiscal 2002 $6.9 million loss on debt extinguishment as a loss from continuing operations rather than an extraordinary item. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002. Accordingly, we adopted this standard beginning in the first quarter of fiscal 2003. The reclassification had no impact on our net loss, cash flows or financial position.

        In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated With Exit or Disposal Activities." SFAS No. 146 superseded Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The principal difference between SFAS No. 146 and EITF 94-3 relates to when an entity can recognize a liability related to exit or disposal activities. SFAS No. 146 requires that a liability be recognized for cost associated with an exit or disposal activity when the liability is incurred. EITF 94-3 allowed a liability related to an exit or disposal activity to be recognized on the date the entity commits to an exit plan. We adopted this standard on January 1, 2003, which was the standard's effective date. The standard did not materially impact our consolidated financial results or financial position upon adoption, but will affect the timing of when we recognize expected restructuring charges in future periods.

        In November of 2003, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness of Others," which requires a guarantor to recognize and measure certain types of guarantees at fair value. In addition, Interpretation No. 45 requires the guarantor to make new disclosures for these guarantees and other types of guarantees that are not subject to the initial recognition and initial measurement provisions. The disclosure requirements are effective for interim or annual periods ended after December 31, 2002, while the recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. We adopted the initial recognition and measurement provisions as well as the disclosure provisions of Interpretation No. 45 during the third quarter of fiscal 2003. The initial recognition and measurement provisions did not have a material impact on our consolidated financial results or financial condition.

        In December of 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure." The provisions of SFAS No. 148 amend SFAS No. 123, "Accounting for Stock Based Compensation," to provide alternative methods of transitioning to a fair value-based method of accounting for stock-based compensation. In addition, SFAS No. 148 also expands the disclosure requirements of SFAS No. 123 by requiring more detailed disclosure in both annual and interim financial statements. The transition provisions of SFAS No. 148 did not have a material impact on our financial results, as we did not adopt the fair value-based accounting provisions of SFAS No. 123, which is commonly referred to as expensing of stock options. The disclosure provisions of SFAS No. 148 are effective for interim periods beginning after December 15, 2002. Accordingly, we adopted the disclosure provisions during the third quarter if fiscal 2003.

3.    Acquisitions

Fiscal 2003

        On September 4, 2002, the Company acquired Cycam, Inc. ("Cycam"), a company located in Houston, Pennsylvania that manufactures reconstructive implants and instruments. The total purchase

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price was approximately $24.4 million, which included $18.4 million in cash and 667,175 shares of common stock valued at $6.0 million. The fair market value of the shares issued in connection with the Cycam acquisition was based on the market price of our common stock on the date of issuance. The acquisition was recorded using the purchase method of accounting. The purchase price allocation was $5.9 million to net tangible assets and $18.5 million to goodwill. In conjunction with the acquisition, the Company drew $8.0 million from the acquisition line under the Company's old credit facility. The effect of the acquisition on our historical financial position and results of operations is not material, and therefore no pro forma data of this acquisition is presented. Cycam's operating results have been included in our consolidated operating results since the date of acquisition.

        The acquisition of Cycam expanded our capacity and capabilities in the metal machining of orthopedic reconstructive implants. In addition, Cycam provided us with the complimentary capabilities of plastic machining, surface coatings, near net shape forging, and sterilized packaging and kitting of orthopedic implants. Cycam also had strong relationships with several leading orthopedic companies where we had only a minor presence.

Fiscal 2002

        During our fiscal year ended June 30, 2002, the Company completed the acquisition of HV Technologies, Inc. ("HV Technologies"), a company located in Trenton, Georgia that manufactures polyimide and composite micro-tubing used in interventional and minimally invasive catheters, delivery systems and instruments. The total purchase price was approximately $19.1 million, including cash of $5.6 million, 4,000 shares of Series F preferred stock valued at $3.6 million, and 824,255 shares of common stock valued at $9.9 million. The results of HVT are included in the Company's consolidated Statement of Operations from the date of acquisition and were not material.

        To help provide financing for the acquisition, the Company issued 6,000 shares of its 6% Series E preferred stock (the "Series E preferred stock") and warrants to purchase an aggregate of 200,000 shares of its common stock. The Company had agreed that the total number of shares issuable upon exercise of the warrants would increase on each of the first five anniversaries of the date of issuance of the Series E Preferred Stock by an aggregate of 45,000 shares per year for each year that the Series E preferred stock remained outstanding. However, as discussed below, the Company redeemed all of the Series E preferred stock before the first anniversary of its issuance. The Company recorded a discount of $1.8 million to the carrying value of the Series E preferred stock equal to the consideration allocated to the warrants.

        The Series E preferred stock and the Series F preferred stock accrued dividends at $60 per year during the first year from issuance, payable at the discretion of the Board of Directors, and at the rate of $160 per year on a retroactive basis after the first anniversary of issuance. The Company redeemed the Series F preferred stock and 4,065 shares of the Series E preferred stock in April 2002, at a price equal to $1,000 per share plus accrued and unpaid dividends. During fiscal 2003, the Company redeemed the remaining 1,935 shares of Series E preferred stock at a price equal to $1,000 per share plus accrued and unpaid dividends.

        In connection with the Company's issuance of Series E preferred stock, the Company obtained the consent of the holders of its $20.0 million of Senior Subordinated Promissory Notes (the "Notes") to complete the acquisition of HV Technologies and changed some of the covenants to which the Company was subject under an agreement between the Company and those holders. At the same time,

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the Company agreed to increase by $1.0 million the amount payable by the Company upon redemption of the Notes. As of April 2, 2002 the Company repaid the Notes, including the prepayment fees.

        The Company allocated the purchase price as follows: $2.7 million for fair value of tangible assets acquired, net of liabilities assumed, and deferred taxes and $16.4 million for goodwill.

Fiscal 2001

        During fiscal 2001, the Company completed the acquisition of ACT Medical, Inc., a Massachusetts company with additional facilities in Santa Clara, California and a contract for production and assembly services in Navojoa, Mexico. The acquisition was completed by the issuance of 33,423 shares of 6% Series D cumulative convertible redeemable preferred stock, rollover of options for an additional 6,920 shares of Series D preferred stock, and cash payments of $1.0 million to stockholders electing to receive cash instead of stock. The rollover of options represented replacement of outstanding options to purchase the common stock of ACT Medical that had been issued under a plan sponsored by ACT Medical with options to purchase the Series D preferred stock of the Company. The fair value of the options to purchase the Series D preferred stock of the Company of $3.4 million was included in the purchase price, and the intrinsic value related to the unvested options was recorded as unearned compensation. The acquisition was recorded using the purchase method of accounting, and the operating results are included in the Company's consolidated statements of operations since the date of acquisition (December 30, 2000). The total purchase price was allocated as follows (in thousands):

Fair value of tangible assets acquired, net of liabilities assumed, and deferred taxes	$	1,649
Identifiable intangible assets, net of deferred taxes		3,648
Goodwill		28,440
	$	33,737

        The following unaudited pro forma summary presents the consolidated results of operations as if the acquisition had occurred at the beginning of the fiscal 2001 (in thousands, except per share):

Net revenues	$	141,248
Loss before taxes		(20,750	)
Net loss		(20,820	)
Net loss attributed to common stockholders		(31,825	)
Net loss per share attributed to common stockholders	$	(6.06	)

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4.    Inventories

        Inventories consist of the following (in thousands):

	June 30, 2003		June 30, 2002
Raw materials	$	13,806	$	10,638
Work in progress		8,389		6,529
Finished goods		3,422		3,336
Total	$	25,617	$	20,503

5.    Property, Plant, and Equipment

        Property, plant, and equipment consists of the following (in thousands):

	Estimated Useful Lives (Years)	June 30, 2003			June 30, 2002
Land		$	569		$	169
Buildings and improvements	1 to 20		2,106			46
Leasehold improvements	2 to 20		7,461			6,320
Machinery and equipment	3 to 15		52,880			39,796
Furniture and fixtures	1 to 7		10,259			6,136
Automobiles	2 to 3		34			82
Software	3 to 8		1,016			626
Construction in progress			5,986			6,410
Total			80,311			59,585
Less accumulated depreciation and amortization			(27,559	)		(17,540	)
Net property, plant, and equipment		$	52,752		$	42,045

As of June 30, 2003 capital leases with a gross amount of $6.3 million were included in machinery and equipment. The assets have $0.7 million of accumulated depreciation and are reported at a net book value of $5.6 million.

6.    Goodwill and Other Identifiable Intangible Assets

        In June 2001, the FASB issued SFAS No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001 with early adoption permitted for companies with fiscal years beginning after March 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives are not amortized but instead are subject to an impairment test annually or at other times if indicators of impairment exist. Other intangible assets will continue to be amortized over their useful lives.

        The Company adopted these standards beginning in the first quarter of fiscal 2002. Amounts previously recorded as separately identifiable intangibles for acquired work force and customer base have been subsumed to goodwill in accordance with SFAS No. 141, increasing goodwill by $34.5 million as of the date of adoption. Effective with the July 1, 2002 adoption of SFAS No. 142, goodwill is no

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longer amortized but is instead subject to an impairment test annually or at other times if indicators of impairment exist.

        During fiscal 2003, we reduced our revenue forecast. Since the reduction in forecasted revenue indicated that our goodwill and intangible assets might be impaired we performed an impairment test using the income approach. We compared the present value of the estimated future cash flows of our business to the carrying value of net assets. This analysis indicated that our goodwill and intangible assets were impaired. Therefore, with the help of external sources, we evaluated the fair value of our net assets as if we were being purchased in a business combination. We recognized a $37.7 million goodwill impairment charge and a $2.3 million impairment charge related to our intangible assets. Goodwill represents a substantial portion of our assets. Therefore, future adverse changes in business or market conditions may result in additional goodwill impairment charges, which could have a material adverse effect on our financial results and financial position.

        Goodwill and other identifiable intangible assets resulting from acquisitions of businesses and the formation of the Company consist of the following (in thousands):

		June 30, 2003			June 30, 2002
Goodwill at beginning of period		$	113,113		$	62,210
	SFAS No. 142 reclassification		—			34,530
	Acquisitions		21,130			16,373
	Impairment charges		(37,661	)		—
Goodwill at end of period		$	96,582		$	113,113
Other identifiable intangibles:
	Patents and intellectual properties		1,441			4,383
	Covenants not to compete		—			476
			1,441			4,859
Less accumulated amortization			(9	)		(767	)
		$	1,432		$	4,092

        The $2.7 million net decrease in other identifiable intangibles was primarily related to the impairment charges mentioned above. Of the $37.7 million goodwill impairment charge, $30.0 million was recognized during the third quarter of fiscal 2003 and the remainder was recognized during the fourth quarter of fiscal 2003. The entire $2.7 million patent impairment was recognized during the fourth quarter of fiscal 2003. The patents and intellectual properties have a remaining estimated useful life of 12 years. We expect to incur approximately $0.1 million of amortization expense per year over the remaining life of the intangible assets.

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        With the adoption of SFAS No. 142, the Company ceased amortization of goodwill as of July 1, 2001. The following table presents the results of the Company for all periods presented on a comparable basis (in thousands, except per share data):

		Fiscal Year Ended
		June 30, 2003			June 30, 2002			June 30, 2001
Net loss attributed to common stockholders, as reported		$	(35,265	)	$	(38,766	)	$	(29,145	)
Add back goodwill, workforce, and customer base amortization (net of tax)			—			—			5,268
Adjusted net loss attributed to common stockholders		$	(35,265	)	$	(38,766	)	$	(23,877	)
Basic and diluted net loss per share:
	Net loss attributed to common stockholders, as reported	$	(1.28	)	$	(3.50	)	$	(5.55	)
	Goodwill, workforce, and customer base amortization (net of tax)		—			—			1.00
Adjusted net loss attributed to common stockholders		$	(1.28	)	$	(3.50	)	$	(4.55	)

7.    Long-Term Debt

        Long-term debt consists of the following (in thousands):

		June 30, 2003			June 30, 2002
Notes payable		$	29,455		$	40,000
Acquisition loans			7,045			—
Obligations under capital leases			5,288			1,906
			41,788			41,906
Less:
	Current portion		(7,753	)		(5,939	)
		$	34,035		$	35,967

Credit Agreement

        In fiscal 2003, we amended our old senior credit facility. We originally entered into the old senior credit facility in fiscal 2002 after paying off the entire outstanding balance of our former credit facility with proceeds received from our initial public offering ("IPO"). The amendment reduced our revolving credit facility to $15.0 million from $25.0 million. Prior to the amendment, we also had a $40.0 million term loan and an $8.0 million acquisition loan under the old senior credit facility (earlier in fiscal 2003, we had borrowed $8.0 million under the acquisition line (which is no longer available) to finance our

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acquisition of Cycam). In conjunction with the amendment of the credit facility, we made a payment of $7.5 million. Of the $7.5 million payment, $6.5 million represented a payment on the $40.0 million term loan, and the remainder was applied toward the acquisition line term loan. All loans under our amended old senior credit facility will mature in fiscal 2007.

        During fiscal 2004, we will be required to make payments under the term loan of $5.0 million, payable in quarterly installments. During fiscal 2005, fiscal 2006, and fiscal 2007, we will be required to make payments of $7.4 million, $9.2 million, and $7.9 million, respectively, each payable in quarterly installments. During fiscal 2004, we will also be required to make payments under the acquisition loan of $1.4 million, also payable in quarterly installments. During fiscal 2005, fiscal 2006, and fiscal 2007, we will be required to make payments of $1.6 million, $2.2 million, and $1.8 million on the acquisition line term loan, each also payable in quarterly installments.

        Concurrent with receipt of funds from the Company's IPO on April 2, 2002, the Company repaid the entire $66.3 million outstanding under its former senior credit facility and the entire $21.4 million outstanding (including a $1.4 million pre-payment fee) under its former Senior Subordinated Notes. As a result of repaying our former senior subordinated debt the Company recognized a loss of $6.9 million, inclusive of a $5.5 million write-off of unamortized financing costs and discount and a $1.4 million prepayment fee. The Company also recognized a charge of $1.9 million for terminating the interest rate swap agreements that was recognized as interest expense.

        At the Company's option, interest rates applicable to loans under its new senior credit facility will be either:

•

The greater of the bank's prime rate plus a margin, which depends upon the Company's leverage ratio, ranging from 50 to 175 basis points, or



•

LIBOR plus a margin, which depends upon our leverage ratio, ranging from 225 to 350 basis points.

        The Company has entered into an interest rate cap agreement to protect against interest rate fluctuations with respect to the term loans outstanding under its new senior credit facility. This agreement, executed with a highly-rated financial counter-party, requires the counter-party to make payments to the Company in the event that a reference floating rate index exceeds an agreed upon fixed rate. Changes in the fair value of the cap agreement are accounted for as a cash flow hedge.

        The amended senior credit facility contains affirmative and negative covenants and limitations, including, but not limited to, required minimum coverage of the Company's obligations to pay interest and incur fixed charges, restrictions on its ability to pay dividends, make other payments and enter into sale transactions, limitations on liens, limitations on its ability to incur additional indebtedness and agreements that the Company use excess cash on hand and proceeds from future equity issuances to pay down its senior credit facility. In addition, the Company also needs the lender's consent to make any acquisition in which it pays more than $10.0 million (including more than $5.0 million in cash, deferred payments and the assumption of debt) or to pay more than $20.0 million (including more than $10.0 million in cash, deferred payments and the assumption of debt) for all of the acquisitions that the Company completes during any fiscal year.

        The senior credit facility is secured by all of the Company's assets and contains various events of default, including, but not limited to, defaults upon the occurrence of a change of control of the

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Company and defaults for non-payment of principal interest or fees, breaches of warranties or covenants, bankruptcy or insolvency, ERISA violations and cross-defaults to other indebtedness.

        We are involved in several capital leases related to our machinery and equipment. As of June 30, 2003, we have obligations totaling $5.3 million under capital leases, of which $1.3 million will be paid before the end of fiscal 2004. These leases will expire in fiscal 2007. The interest rate incurred on these capital leases ranges from 7.1%-9.2%. The leases expire beginning in fiscal 2005 through fiscal 2007.

        Maturities of long-term debt outstanding and obligations under capital leases at June 30, 2003, are summarized by fiscal year as follows (in thousands):

2004	$	7,753
2005		10,292
2006		12,724
2007		11,019
	$	41,788

8.    Related-Party Transactions

Closing Fees and Management Fees

        The Company had entered into management services agreements ("MSAs") with entities associated with certain of the Company's directors and stockholders whereby the Company paid fees plus reimbursement of out-of-pocket expenses for management services rendered. As of April 2002, all MSAs were terminated. Fees incurred for the years ended June 30, 2002, and 2001 totaled $1.5 million, and $1.7 million, respectively. In addition, pursuant to the MSAs, the Company paid fees based on a percentage of the aggregate consideration of each future business acquisition, plus reimbursement of out-of-pocket expenses. Such fees and expenses totaled $0.3 million and $0.6 million, relating to the acquisitions made in the years ended June 30, 2002 and 2001, respectively.

Real Estate Leases

        Certain of the Company's subsidiaries lease their facilities from related parties as a result of acquisitions. Total rent expense under these leases for the years ended June 30, 2003, June 30, 2002 and July 1, 2001 was approximately $0.2 million, $0.6 million, and $0.7 million, respectively. Future minimum lease commitments at June 30, 2003 in connection with these related-party leases are approximately $0.2 million per year with a total future commitment of $1.8 million.

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9.    Income Taxes

        Income tax benefit (expense) consists of the following (in thousands):

		Year Ended June 30,
		2003			2002			2001
Current:
	Federal	$	—		$	208		$	—
	State		(267	)		(90	)		(70	)
			(267	)		118			(70	)
Deferred:
	Federal		—			—			—
	State		—			—			—
			—			—			—
		$	(267	)	$	118		$	(70	)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in thousands):

			June 30, 2003			June 30, 2002			June 30, 2001
Deferred tax assets:
	Organization costs		$	516		$	889		$	1,798
	Nondeductible reserves and current liabilities			1,189			900			1,335
	Restructuring reserve			373			1,330			3,704
	Net operating loss carryforwards			18,005			16,838			8,708
	Valuation reserve			(11,143	)		(12,805	)		(6,147	)
		Total deferred tax assets		8,940			7,132			9,398
Deferred tax liabilities:
	Identified intangible assets			(485	)		(1,450	)		(6,187	)
	Property, plant, and equipment			(2,860	)		(1,666	)		(1,530	)
	Goodwill			(5,394	)		(4,013	)		(1,662	)
	Other			(201	)		(3	)		(19	)
		Total deferred tax liabilities		(8,940	)		(7,132	)		(9,398	)
Net deferred tax liabilities			$	—		$	—		$	—

        The Company has U.S. net operating loss carryforwards of approximately $45.0 million, subject to certain limitations, which expire at different times beginning in 2019 and extending through 2023.

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        A reconciliation between the income tax benefit computed at the federal statutory rate and the recorded income tax benefit (expense) is as follows (in thousands):

	June 30, 2003			June 30, 2002			June 30, 2001
Income tax benefit computed at the federal statutory rate	$	12,250		$	2,698		$	6,785
State income taxes, net of federal benefit		1,482			315			899
Goodwill impairment, not deductible for tax purposes		(15,058	)		—			—
Restructuring reserve, portion not deductible for tax purposes.		—			—			(882	)
Amortization of goodwill, not deductible for tax purposes		—			—			(401	)
Valuation reserve		1,069			(3,108	)		(6,462	)
Other		(10	)		213			(9	)
Income tax benefit (expense)	$	(267	)	$	118		$	(70	)

10.    Mandatory Redeemable Convertible Stock and Stockholders' Equity Mandatory Redeemable Convertible Stock

Series B

        On March 30, 1999, the Company sold 300,000 shares of 6% Series B Cumulative Convertible Redeemable Preferred Stock (the "Series B preferred stock"), $0.01 par value per share, for cash in a private placement. On May 14, 1999, the Company sold an additional 32,728 shares for cash in a private placement. All Series B preferred stock was converted in connection with the Company's IPO on April 2, 2002. As a result of the conversion, the Company paid $4.8 million in accrued dividends.

Series C

        On October 24, 2000, the Company sold 40,000 shares of 6% Series C Cumulative Convertible Redeemable Preferred Stock (the "Series C preferred stock"), $0.01 par value per share, for cash in a private placement. On April 18, 2001, the Company sold an additional 300 shares for cash in a private placement. In addition to the shares purchased at a price of $1,000 per share, each purchaser also received an option to purchase an additional .2857 shares at a price of $1,000 per share for each share acquired. The option was exercisable prior to or coincident with the earlier to occur of (i) a qualified public offering (as defined) and (ii) October 24, 2001. The options were not exercised and expired on October 24, 2001. All Series C preferred stock was converted in connection with the Company's IPO on April 2, 2002. Additionally, on February 27, 2001, the Company issued a warrant to purchase 525 shares of Series C preferred stock for $1,000 per share to the placement agent it had used in connection with the issuance of the Series C preferred stock on October 24, 2000. The warrant was exercised upon the completion of the IPO.

        In connection with the Company's initial public offering, our Series C preferred stock converted into a number of shares of our common stock based upon the initial public offering price of our common stock. The Company's net loss for the fiscal year ending June 30, 2002 includes a deemed

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preferred stock dividend of approximately $21.3 million for the value of the additional shares of our common stock issued to the holders of our Series C preferred stock upon conversion and to reflect the beneficial conversion feature.

Series D

        In conjunction with the acquisition of ACT Medical, Inc. (see Note 3), the Company issued 33,423 shares of 6% Series D Cumulative Convertible Redeemable Preferred Stock (the "Series D preferred stock"), $0.01 par value per share, and rolled over options for an additional 6,920 shares of Series D preferred stock. All Series D preferred stock was converted in connection with the Company's IPO on April 2, 2002.

Other Preferred and Common Stock

Series A

        On March 30, 1999, the Company issued 37,440 shares of Series A Preferred Stock (the "Series A preferred stock"), $.01 par value per share, in connection with the acquisition of businesses. In addition, the Company also issued 600 shares of Series A preferred stock to key employees of an acquired company in conjunction with the acquisition. The fair value of these shares totaled approximately $201,000 and was included in the Company's organization and start-up costs in the period ended July 3, 1999. Subsequent to March 30, 1999, the Company sold an additional 330 shares of Series A preferred stock to key employees for cash at fair value as determined at March 30, 1999. All Series A preferred stock was converted in connection with the Company's IPO on April 2, 2002.

Series Z

        On March 30, 1999, the Company sold 65,000 shares of Series Z Convertible Nominal Value Redeemable Preferred Stock (the "Series Z preferred stock"), $0.01 par value per share, for cash in a private placement. The Series Z preferred stock had no dividend rights and was senior only to the common stock with respect to rights on liquidation. The Series Z preferred stock was convertible at the option of the holder into common stock at any time. The initial conversion rate was one share of Series Z preferred stock for 10 shares of common stock, subject to anti-dilution provisions. All Series Z preferred stock were converted in connection with the Company's IPO on March 27, 2002.

Series E

        On fiscal 2002, the Company issued 6,000 shares of its 6% Series E Preferred Stock (the "Series E preferred stock"), $.01 par value per share, for cash in a private placement (see Note 3—Acquisitions). The Series E preferred stock accrues dividends at $60 per year during the first year from issuance, payable at the discretion of the Board of Directors, and at the rate of $160 per year on a retroactive basis after the first anniversary of issuance. During April 2002, 4,065 shares of the Series E preferred stock were redeemed for $1,000 per share plus accumulated dividends. During fiscal 2003, the remaining 1,935 shares of Series E preferred stock were redeemed.

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Common Stock

        On April 14, 1998, the Company was incorporated with the sale of 100 shares of common stock at $1 per share. In February 1999, an additional 65 shares were sold to individuals at $1,000 per share. On March 30, 1999, in conjunction with the acquisitions and the commencement of business operations, the stock was split 2,209-for-1 (adjusting the pre-split shares to 363,594 shares) and an additional 38,706 shares were sold for cash to existing stockholders. The amount paid for the common stock was based on fair value. Also on March 30, 1999, 42,500 shares of common stock were issued in connection with the acquisition of a business. In January 2000, the Company's common stock was split 10-for-1 and all share references to common stock have been adjusted to give effect to the split. The adjusted post-split outstanding common shares was 4,448,000.

        On March 27, 2002, the Company commenced its IPO in which it initially sold 8,340,000 shares of common stock at a price of $12.00 per share. The net proceeds of the IPO, which the Company received on April 2, 2002, after deducting underwriting discounts, were approximately $93.1 million. The Company used these proceeds to pay down senior debt in the amount of $66.3 million, extinguish senior subordinated debt in the amount of $21.4 million (including a $1.4 million pre-payment fee), redeem Series E preferred stock in the amount of $4.1 million (including dividends), redeem Series F preferred stock in the amount of $4.1 million (including dividends), pay accrued and unpaid dividends on Series B preferred stock in the amount of $4.8 million and to pay fees under service agreements with Kidd & Co. and Whitney Mezzanine Management Company. The Company also incurred approximately $2.0 million in other expenses related to the IPO. Additionally, in April 2002, the Company's underwriters exercised their option to purchase an additional 1,251,000 shares of common stock at $12.00 per share, with 926,000 shares sold by the Company and 325,000 shares sold by two stockholders. This resulted in additional net proceeds, which the Company received on April 17, 2002, of $10.3 million after deducting underwriting discounts.

        Upon consummation of the IPO all shares of the Company's Series A, Series B, Series C, Series D and Series Z preferred stock converted to common stock. The conversion amounts of common shares were as follows:

Series A	1,918,500
Series B	3,327,279
Series C	3,934,870
Series D	1,769,549
Series Z	650,000
Series C Warrant	2,916

Accumulated Unpaid Dividends

        During fiscal 2003, the remaining 1,935 shares of Series E Preferred Stock were redeemed for $1,000 per share plus accumulated unpaid dividends. Therefore, as of June 30, 2003 there were no accumulated unpaid dividends.

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Stock Compensation

        The Company originally had reserved 4,430,000 shares of its common stock for issuance to directors, officers, employees, and consultants under the 1999 Stock Plan (the Plan). The table below shows the activity in the Plan:

		Options Outstanding		Shares Reserved		Weighted Average Initial Exercise Price
Balance at July 1, 2000		1,441,070		308,930
	Reserved	—		1,680,000
	Granted	1,555,660		(1,555,660	)	$	17.13
	Exercised	(20,308	)	—			13.99
	Canceled	(401,038	)	401,038			14.40
Balance at June 30, 2001		2,575,384		834,308			15.54
	Reserved	—		1,000,000
	Granted	739,624		(739,624	)		16.96
	Exercised	(400	)	—			12.00
	Canceled	(461,996	)	461,996			17.58
Balance at June 30, 2002		2,852,612		1,556,680			15.58
	Reserved	—		—			—
	Granted	671,750		(671,750	)		10.33
	Exercised	—		—			—
	Canceled	(3,082,149	)	3,082,149			15.00
Balance at June 30, 2003		442,213		3,967,079		$	13.00

        The options outstanding at June 30, 2003 include 34,000 options with an initial exercise price of $2.25 per share, 222,018 options with an initial exercise price of $8.25-$12.00 per share, 100,305 options with an exercise price of $13.19-$16.24 per share, and 85,890 options with an exercise price of $17.00-$20.00. Options granted through June 30, 2003 are exercisable for 10 years from date of grant and vest 25% each year. The initial exercise price of the options applies to the options vesting at the first anniversary date. The initial exercise price remains fixed for all options granted after June 30, 2001. Prior to June 30, 2001, all options had variable exercise prices equal to 110%, 121% and 131.1% of the initial exercise price on the second, third and fourth grant date anniversary, respectively, except options granted at $16.24 in fiscal 2001, which had a fixed exercise price. There were 201,337 options outstanding with an initial exercise price between $12.00-$14.00 per share and 75,560 options outstanding with an initial exercise price between $16.24-$20.00 per share that were fully vested and exercisable at June 30, 2003. The weighted average grant date fair values of options to purchase common stock granted in fiscal years 2003, 2002 and 2001 were $6.91, $3.35 and $3.38, respectively.

        During fiscal 2003, we implemented a stock option exchange program. The exchange program was offered to all employees and non-employee directors. Under the stock option exchange program, employees were eligible to cancel outstanding stock options under the 1999 stock plan in exchange for new options that will be awarded six months and a day after the cancellation date, which was June 6,

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2003. The number of shares subject to the new option will be equal to one half the number of shares subjected to cancelled options. The new options will vest in four annual installments, with respect to employees, or three annual installments, with respect to non-employee directors. A total of 2,243,786 options were cancelled on June 6, 2003 in conjunction with the stock option exchange program.

        The Company also has 106,978 options outstanding that were assumed in connection with the ACT Medical acquisition (see Note 3—Acquisitions).

        All stock options and unvested restricted stock were antidilutive due to the net loss incurred in fiscal 2003. In addition, if we had net income certain shares of common stock and unvested restricted stock would have been antidilutive because they had an exercise price greater than the average market price during the year. If we had net income for fiscal 2003 diluted weighted average commons shares outstanding would have increased by 647,414 shares.

        In addition to stock options, we have issued restricted stock as part of employee incentive plans. The fair market value of the restricted stock is amortized over the vesting period. During the fiscal year ended June 30, 2003 we incurred $0.3 million of non-cash stock compensation expenses related to restricted stock issuances. No such charges were incurred during fiscal 2002 and 2001. During fiscal 2003 we issued 824,442 and 50,407 shares of restricted stock at a grant date market value of $2.25 and $11.25 per share, respectively. As of June 30, 2003, we had 854,952 shares of restricted stock outstanding, all of which were granted under the 1999 Stock Plan.

Reserved Shares of Common Stock

        The Company has reserved the following shares of common stock as of June 30, 2003:

1999 Stock Plan		3,548,550
Series D Options		106,978
Series E Warrants		66,329
Employee Stock Purchase Plan		273,773
	Total	3,995,630

        The number of shares reserved for issuance under the Employee Stock Purchase Plan is subject to an annual increase on the first day of each fiscal year equal to the lower of 750,000 shares of common stock, 2.5% of the number of shares of common stock outstanding on that date or such lesser amount that may be determined by the Company's board of directors.

        The 3,548,550 shares of common stock reserved for issuance under the 1999 Stock Plan as of June 30, 2003, reflects the 860,742 shares of restricted stock that were issued under the plan during fiscal 2003, net of forfeited shares due to employee terminations.

Employee Stock Purchase Plan

        We have an employee stock purchase plan that is available to substantially all employees. Eligible employees may purchase our common stock through payroll deductions. Employees can purchase our common stock at a price equal to the lower of 85% of the closing market price of our common stock at the beginning or end of each stock purchase period. We issued 0.2 million shares of common stock

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during fiscal 2003 in connection with our employee stock purchase plan. Prior to fiscal 2003, no common stock was issued in connection with the employee stock purchase plan.

11.    Employee Benefits

401(k) Plan

        The Company offers their qualified employees the opportunity to participate in a defined contribution retirement plan qualifying under the provisions of Section 401(k) of the Internal Revenue Code. Expenses recorded by the Company with respect to 401(k) plan for the years ended June 30, 2003, June 30, 2002 and June 30, 2001 were $1.2 million, $1.6 million, and $0.6 million, respectively.

12.    Leases

        The Company has operating leases relating principally to its buildings. Total rent expense the for the years ended June 30, 2003, June 30, 2002, and June 30, 2001 (including amounts to related parties—see Note 8—Related-Party Transactions) was approximately $3.9 million, $2.5 million and $3.5 million, respectively. Future minimum lease commitments at June 30, 2003, for leases with initial or remaining terms of more than one year, including amounts due to related parties, are summarized by fiscal year as follows (in thousands):

2004	$	3,329
2005		2,923
2006		2,384
2007		2,253
2008		2,144
Thereafter		12,657
	$	25,690

13.    Restructuring Charge

        In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated With Exit or Disposal Activities." SFAS No. 146 superseded Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The principle difference between SFAS No. 146 and EITF 94-3 relates to when an entity can recognize a liability related to exit or disposal activities. SFAS No. 146 requires that a liability be recognized for costs associated with an exit or disposal activity when the liability is incurred. EITF 94-3 allowed a liability related to an exit or disposal activity to be recognized on the date the entity commits to an exit plan. We adopted this standard on January 1, 2003, which was the standard's effective date. The standard did not materially impact our consolidated financial results or financial position upon adoption, but did affect the timing of when we recognized restructuring charges related to the fiscal 2003 restructuring plan.

        In fiscal 2003, we implemented our second restructuring plan to reconfigure our resources in an effort to meet our customer's needs and lower our cost of operations. The restructuring plan includes facility consolidations, employee terminations, and other activities. Based on an evaluation of the

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unique and common characteristics of the various facilities, management determined that it could achieve overall cost savings by closing several facilities, thus improving capacity utilization and efficiency at the remaining facilities. Criteria in this evaluation included: current capacity utilization; uniqueness of manufacturing capabilities; current operating costs; difficulty and cost associated with relocation and revalidation of key processes and equipment; and customer supply requirements. We estimate the total cost of this restructuring plan will be $15.0-$20.0 million and to complete the plan by the end of fiscal 2005. In addition to these charges, we will invest $1.7 million in plant and equipment to ensure the facility consolidation does not disrupt operations. The estimate is based on the best available facts at this time. These estimates may change as new information becomes available. The following table contains detailed information about the charges incurred to date, recorded in accordance with SFAS No. 146, related to the fiscal 2003 restructuring plan (in millions):

Description	Estimated Charges		Fiscal 2003 Charges		Estimate Remaining Charges
Employee termination	$	4.8	$	0.7	$	4.1
Facility consolidation		4.6		—		4.6
Property, plant and equipment disposals		2.2		—		2.2
Other direct costs		6.7		0.6		6.1
Total	$	18.3	$	1.3	$	17.0

        Employee termination charges represent the cost of reducing our workforce in conjunction with facility consolidations. During fiscal 2003 we terminated 43 people in as a result of the fiscal 2003 restructuring plan. We estimate that a total of approximately 270 people will be terminated as a result of this restructuring plan. Facility consolidation charges represent the direct costs of moving property, plant and equipment to new facilities. Property, plant and equipment disposals represents the write-off of redundant assets that will no longer be used in ongoing operations as a result of our facility consolidation initiative.

        The following table contains information regarding our restructuring liability as of June 30, 2003 (in millions):

Description	Beginning Balance		Additions		Payments		Ending Balance
Employee termination	$	—	$	0.7	$	0.2	$	0.5
Facility consolidation		—		—		—		—
Property, plant and equipment disposals		—		—		—		—
Other direct costs		—		0.6		0.6		—
Total	$	—	$	1.3	$	0.8	$	0.5

        We estimate that we will incur $5.8-$8.3 million and $7.9-$10.4 million of charges in fiscal 2004 and fiscal 2005, respectively, related to the fiscal 2003 restructuring plan.

        In June 2001, the Company completed a strategic review of its manufacturing operations and support functions. Based on this review and with approval of the Board of Directors, management implemented its first restructuring plan and began actions to eliminate redundant facilities. We recognized an $11.5 million restructuring charge in accordance with EITF 94-3 "Liability Recognition

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for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."

        Information relating to the fiscal 2001 restructuring charges is as follows (in millions):

	Initial Accrual		Reclassification			Additional Accrual		Payments through June 30, 2003		Balance at June 30, 2003
Impairment of goodwill and other intangibles	$	3.6	$	—		$	—	$	3.6	$	—
Impairment of property, plant and equipment		1.9		2.3			—		4.2		—
Employee termination benefits		3.8		(1.2	)		1.9		4.0		0.5
Other direct costs		2.2		(1.1	)		0.5		1.6		—
	$	11.5	$	—		$	2.4	$	13.4	$	0.5

        Facilities at Danbury, Connecticut, Pittsfield, Massachusetts, and East Longmeadow, Massachusetts were identified to be closed or sold with production absorbed into existing facilities in Pennsylvania, Minnesota, New Hampshire, and Mexico. During fiscal 2002 the Company sold the Pittsfield and East Longmeadow facilities. The Danbury facility was closed during fiscal 2003. In addition, management decided to close its Redwood City, California facility as part of this restructuring plan. This decision led to additional restructuring charges, which are reflected in the "additions" column in the table above.

        Because management expected that it would not retain all of the customers served by these four facilities, a portion of the customer base intangible asset ($0.5 million) was written off as well as the entire remaining acquired workforce intangible for each facility ($0.5 million). In addition, because management believed the residual goodwill recorded at each acquisition was significantly related to the local operations, it concluded that goodwill was impaired by the closure of the facilities and wrote off the related goodwill ($2.6 million). Other recorded charges related to the restructuring include employee termination benefits expected to be paid based on the Company's announced termination benefits policy ($3.3 million), costs of plant and equipment not expected to be recovered ($4.2 million), and other exit costs ($1.6 million), including costs related to lease terminations, facilities restoration, equipment dismantlement and disposal, legal costs, and other costs. Costs related to realignment of leadership positions in the corporate support organization also were accrued at June 30, 2002 ($1.2 million). A reclassification in the allocation of the reserve as shown in the table above was a result of selling the Pittsfield and East Longmeadow facilities as opposed to closing them.

        Employee termination benefits consist of payments to employees based on the Company's severance policy of two weeks pay for each year of credited service with a minimum of six weeks payment and outplacement consultation services. The $3.3 million accrual for employee termination benefits was based on approximately 225 individuals estimated to be affected, actual credited service, and actual compensation. The $1.2 million accrual for corporate management severance benefits included salary continuation, outplacement consultation services and legal cost for seven individuals employed by the Company's corporate headquarters operations whose positions were eliminated as a result of the Company-wide restructuring. The charge for other direct costs which aggregated $1.6 million was comprised of estimated costs for (1) lease terminations, real estate taxes and property insurance of $0.5 million, (2) plant shut down costs and restoration of facilities to pre-lease conditions of $0.5 million, (3) dismantlement and disposal of obsolete equipment of $0.3 million, (4) legal costs of $0.2 million and (5) other related shut down costs of $0.1 million.

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14.    Comprehensive Income (Loss)

        Comprehensive income (loss) represents net loss attributed to common stockholders plus the results of any stockholders' equity changes related to the Company's previous interest rate swaps and current interest rate cap agreements. For fiscal 2003, 2002 and 2001 comprehensive loss, net-of-tax, was $35.6 million, $8.0 million, and $22.1 million, respectively.

15.    Quarterly Financial Data (Unaudited) (In thousands, except share and per share amounts)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
2003
Net sales	$	41,003		$	44,621		$	44,511		$	47,163		$	177,298
Cost of sales		30,812			33,170			34,007			33,981			131,970
Income (loss) before income taxes		1,681			2,707			(30,413	)		(8,973	)		(34,998	)
Income tax (expense) benefit		(2	)		(13	)		(12	)		(240	)		(267	)
Net loss	$	1,679		$	2,694		$	(30,425	)	$	(9,213	)	$	(35,265	)
Average common shares outstanding basic		27,135,481			27,652,413			27,639,127			27,856,085			27,602,806
Average common shares outstanding diluted		27,453,441			27,862,127			27,639,127			27,856,085			27,602,806
Income (loss) per share basic and diluted	$	0.06		$	0.10		$	(1.10	)(1)	$	(0.33	)(2)	$	(1.28	)
2002
Net sales	$	33,865		$	38,290		$	42,150		$	44,594		$	158,899
Cost of sales		26,107			28,509			31,483			30,990			117,089
Loss before income taxes		(1,223	)		(400	)		(2,836	)		(3,257	)		(7,716	)
Income tax benefit		—			—			3			115			118
Net loss	$	(1,223	)	$	(400	)	$	(2,833	)	$	(3,142	)	$	(7,598	)
Net loss attributed to common stockholders		(3,884	)		(3,061	)		(28,650	)		(3,171	)		(38,766	)
Average common shares outstanding—basic and diluted		5,255,755			5,256,155			7,146,444			26,779,727			11,086,103
Loss per share basic and diluted	$	(0.74	)	$	(0.58	)	$	(4.01	)	$	(0.12	)	$	(3.50	)

(1)

Includes $30.0 million goodwill impairment charge, and $1.9 million restructuring charges.

(2)

Includes $10.0 million goodwill and other intangible asset impairment charges, and $1.8 million restructuring charges.

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MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

				March 28, 2004			June 30, 2003
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	13,978		$	10,781
	Accounts receivable, net				23,075			23,710
	Inventories				24,292			25,617
	Prepaid expenses and other current assets				4,002			4,318
		Total current assets			65,347			64,426
Property, plant, and equipment, net					50,551			52,752
Goodwill					96,637			96,582
Other identifiable intangible assets, net					1,327			1,432
Deferred financing costs					1,364			1,682
Other assets					1,338			1,343
		Total assets		$	216,564		$	218,217
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable			$	10,579		$	10,868
	Accrued compensation and benefits				4,279			5,498
	Other accrued expenses				2,916			2,293
	Reserve for restructuring				489			958
	Current portion of obligations under capital lease				1,290			1,326
	Current portion of long-term debt				7,955			6,427
		Total current liabilities			27,508			27,370
Obligations under capital leases, less current portion					2,999			3,962
Long-term debt, less current portion					25,877			30,073
Other long-term liabilities					602			731
Stockholders' equity:
	Common stock				292			289
	Additional paid-in capital				278,192			277,791
	Treasury stock				(1,500	)		(1,463	)
	Accumulated other comprehensive loss				(217	)		(288	)
	Accumulated deficit				(115,676	)		(118,326	)
	Unearned compensation				(1,513	)		(1,922	)
		Total stockholders' equity			159,578			156,081
			Liabilities & stockholders' equity	$	216,564		$	218,217

See Notes to Consolidated Financial Statements

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MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

		THREE MONTHS ENDED						NINE MONTHS ENDED
		MARCH 28, 2004			MARCH 30, 2003			MARCH 28, 2004			MARCH 30, 2003
Revenues		$	46,027		$	44,511		$	136,258		$	130,135
Costs and expenses:
	Cost of product sold		35,037			34,007			104,107			97,989
	Selling, general and administrative expense		7,692			8,379			23,224			24,475
	Restructuring charges		1,100			1,948			3,989			1,948
	Goodwill impairment		—			30,000			—			30,000
Operating income (loss)			2,198			(29,823	)		4,938			(24,277	)
Interest expense, net			(668	)		(590	)		(2,027	)		(1,748	)
Income (loss) before income taxes			1,530			(30,413	)		2,911			(26,025	)
Income tax expense			56			12			261			27
Net income (loss)		$	1,474		$	(30,425	)	$	2,650		$	(26,052	)
Net income (loss) per (basic and diluted)		$	0.05		$	(1.10	)	$	0.09		$	(0.95	)
Weighted average common shares outstanding
	Basic		28,125,901			27,639,127			28,044,846			27,413,489
	Diluted		29,046,182			27,639,127			28,753,689			27,413,489

See Notes to Consolidated Financial Statements

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MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)

(UNAUDITED)

				For the Nine Months Ended
				March 28, 2004			March 30, 2003
Cash flows from operating activities:
	Net income			$	2,650		$	(26,052	)
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			7,045			6,324
		Non-cash stock compensation			461			71
		Goodwill impairment			—			30,000
		Amortization of other intangibles			105			253
		Amortization of deferred financing costs and discount on long-term debt			342			305
		Loss on retirement of equipment			491			1,122
	Changes in operating assets and liabilities, net of effect of business acquired:
		Accounts receivable			635			145
		Inventories			1,325			(3,306	)
		Prepaid expenses and other current assets			316			(590	)
	Accounts payable, accrued compensation and benefits, accrued expenses and other				(1,353	)		(2,806	)
		Other			(113	)		(280	)
			Net cash provided by operating activities		11,904			5,186
Cash flows from investing activities:
	Acquisition of businesses, net of cash acquired				—			(22,591	)
	Proceeds from sale of equipment				348			80
	Additions to plant and equipment, net				(5,685	)		(10,623	)
			Net cash used in investing activities		(5,418	)		(33,134	)
Cash flows from financing activities:
	Payments of long-term debt				(3,715	)		(2,997	)
	Proceeds of long-term debt				—			8,000
	Redemption of Series E preferred stock				—			(2,010	)
	Proceeds from sale of common stock, net of costs				345			813
			Net cash (used in) provided by financing activities		(3,370	)		3,806
Increase (decrease) in cash and cash equivalents					3,197			(24,142	)
Cash and cash equivalents at beginning of period					10,781			38,268
Cash and cash equivalents at end of period				$	13,978		$	14,126

See Notes To Consolidated Financial Statements

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MEDSOURCE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Interim Financial Statements

        MedSource Technologies, Inc. ("we" or the "Company") has prepared the unaudited interim consolidated financial statements presented herein in accordance with accounting principles generally accepted in the United States for interim financial statements and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The consolidated financial statements are unaudited but reflect all adjustments, consisting of normal recurring adjustments and accruals, which, in the opinion of management, are considered necessary for a fair presentation of our financial position and results of operations and cash flows for the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.

        The consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company's annual report for its fiscal year ended June 30, 2003.

        Preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Stock Based Compensation

        The Company accounts for its stock-based employee compensation plans using the intrinsic value method in accordance with Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Stock compensation is awarded to key employees in the form of stock options and restricted stock. All stock options are issued with exercise prices equal to the fair market value of the related shares on the date of issuance. Accordingly, as provided by APB No. 25, we did not recognize any stock compensation expense for stock options granted during the periods presented. The following table summarizes what our operating results would have been if the Company had applied the fair value recognition provisions of Statement of Financial Accounting

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Standards (SFAS) No.148, "Accounting for Stock-Based Compensation," to its stock based employee compensation (in thousands except share and per share amounts):

		For The Three Months Ended						For the Nine Months Ended
		March 28, 2004			March 30, 2003			March 28, 2004			March 30, 2003
Net income (loss) as reported		$	1,474		$	(30,425	)	$	2,650		$	(26,052	)
Stock compensation expense—fair value based method			(287	)		(272	)		(956	)		(325	)
Pro forma net income		$	1,187		$	(30,697	)	$	1,694		$	(26,377	)
Net income (loss) per share as reported (basic and diluted)		$	0.05		$	(1.10	)	$	0.09		$	(0.95	)
Pro forma net income (loss) per share (basic and diluted)		$	0.04		$	(1.11	)	$	0.06		$	(0.96	)
Weighted average shares outstanding—basic			28,125,901			27,639,127			28,044,846			27,413,489
Effect of dilutive securities:
	Stock option plans		327,543			—			153,292			—
	Restricted stock		569,781			—			532,600			—
	Stock warrants		22,957			—			22,951			—
Dilutive potential common shares			920,281			—			708,843			—
Weighted average shares outstanding—diluted			29,046,182			27,639,127			28,753,689			27,413,489

        We have issued restricted stock as part of employee incentive plans. The fair market value of the restricted stock is amortized over the projected remaining vesting period. During the three months and nine months ended March 28, 2004, we incurred $0.2 million and $0.5 million of non-cash stock compensation expenses related to restricted stock issuances. During the three and nine months ended March 30, 2003, we incurred $0.0 million and $0.1 million of non-cash stock compensation expenses related to restricted stock issuances.

2.    Acquisition

        On September 4, 2002, the Company acquired Cycam, Inc. ("Cycam"), a company located in Houston, Pennsylvania that manufactures reconstructive implants and instruments. The total purchase price was approximately $24.4 million, which included $18.4 million in cash and 667,175 shares of common stock valued at $6.0 million. The fair market value of the shares issued in connection with the Cycam acquisition was based on the market price of our common stock on the date of issuance. The acquisition was recorded using the purchase method of accounting. The purchase price allocation was $6.0 million to net tangible assets and $18.4 million to goodwill. During the nine months ended March 28, 2003, the purchase price allocation was finalized and resulted in an increase of $0.1 million to the allocation to goodwill. In conjunction with the acquisition, the Company drew $8.0 million from the acquisition line under the Company's old credit facility. The effect of the acquisition on our historical financial position and results of operations is not material, and therefore no pro forma data

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of this acquisition is presented. Cycam's operating results have been included in our consolidated operating results since the date of acquisition.

        The acquisition of Cycam expanded our capacity and capabilities in the metal machining of orthopedic reconstructive implants. In addition, Cycam provided us with the complimentary capabilities of plastic machining, surface coatings, near net shape forging, and sterilized packaging and kitting of orthopedic implants. Cycam also had strong relationships with several leading orthopedic companies where we had only a minor presence prior to the acquisition.

3.    Inventories

        Inventories consisted of the following (in thousands):

		March 28, 2004		June 30, 2003
		(Unaudited)
Raw material		$	11,345	$	13,806
Work-in-progress			8,590		8,389
Finished goods			4,357		3,422
	Total	$	24,292	$	25,617

4.    Goodwill

        During the nine months ended March 28, 2004, goodwill increased by $0.1 million resulting from purchase accounting adjustments related to the Cycam and Midwest Plastics acquisitions that occurred in the year ended June 30, 2003.

5.    Other Identifiable Intangible Assets, net

        During the nine months ended March 28, 2004, other identifiable intangible assets, net, decreased by $0.1 million resulting from amortization.

6.    Comprehensive Income (Loss)

        Comprehensive income (loss) represents net income (loss) attributed to common stockholders plus the results of any stockholders' equity changes relating to the Company's previous interest rate swaps and current interest rate cap agreements. For the three and nine months ended March 28, 2004 comprehensive income was $1.5 million and $2.7 million, respectively. For the three and nine months ended March 30, 2003, comprehensive loss was $30.5 million and $26.3 million, respectively.

7.    Restructuring Charges

        During the three and nine months ended March 28, 2004, we continued our fiscal 2003 restructuring plan to reconfigure our resources in an effort to meet our customer's needs and lower our cost of operations. The restructuring plan includes facility consolidations, employee terminations, and other activities. We estimate the total cost of this restructuring plan will be $15.0-$20.0 million and that

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the plan will be completed by the end of fiscal 2005. The total cost estimate includes an investment of $1.7 million in plant and equipment to ensure the facility consolidation does not disrupt operations. The estimate is based on the best available information at this time. These estimates may change as new information becomes available. The following table contains detailed information about the charges incurred to date related to the fiscal 2003 restructuring plan (in millions), recorded in accordance with SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal Activities":

Description	Estimated Charges		Incurred through March 28, 2004		Estimated Remaining Charges
Employee termination	$	4.8	$	2.1	$	2.7
Facility consolidation		4.6		1.6		3.0
Property, plant and equipment disposals		2.2		0.4		1.8
Other direct costs		6.7		0.9		5.8
Total	$	18.3	$	5.0	$	13.3

        We estimate that we will incur $4.9-$7.4 million and $7.1-$9.6 million of charges in fiscal 2004 and fiscal 2005, respectively, related to the fiscal 2003 restructuring plan.

        Employee termination charges represent the cost of reducing our workforce in conjunction with facility consolidations and other downsizing activities. Facility consolidation charges represent the direct costs of moving property, plant and equipment to different facilities. Property plant and equipment disposals represents the write-off of redundant assets that will no longer be used in ongoing operations as a result of our facility consolidation initiative, net of disposal proceeds.

        The following table contains information regarding our fiscal 2003 restructuring plan liability as of March 28, 2004 (in millions):

Description	Balance at June 30, 2003		Additions		Payments		Balance at March 28, 2004
Employee termination	$	0.5	$	1.2	$	1.2	$	0.5
Facility consolidation		—		1.1		1.1		—
Property, plant and equipment disposals		—		0.5		0.5		—
Other direct costs		—		0.3		0.3		—
Total	$	0.5	$	3.1	$	3.1	$	0.5

        During the three and nine months ended March 28, 2004, the Company continued to finalize the fiscal 2001 restructuring plan. All activities associated with the fiscal 2001 restructuring plan have been

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finalized. The following table contains information regarding our fiscal 2001 restructuring plan liability as of March 28, 2004 (in millions):

Description	Initial Accrual		Reclassification			Additional Accrual		Payments through March 28, 2004		Balance at March 28, 2004
Impairment of goodwill and other intangibles	$	3.6	$	—		$	—	$	3.6	$	—
Impairment of property, plant and equipment		1.9		2.3			0.1		4.3		—
Employee termination benefits		3.8		(1.2	)		1.9		4.5		—
Other direct costs		2.2		(1.1	)		0.7		1.8		—
	$	11.5	$	—		$	2.7	$	14.2	$	—

8.    Income Taxes

        The effective income tax rate for the three months and nine months ended March 28, 2004, differs from the statutory rate due to the utilization of net operating loss carryovers.

9.    Subsequent Event

        On April 27, 2004, the Company entered into an Agreement and Plan of Merger with Medical Device Manufacturing, Inc., a wholly owned subsidiary of UTI Corporation, ("Purchaser") and Pine Merger Corporation ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company with the Company being the surviving corporation and becoming a wholly-owned subsidiary of Purchaser. The merger is conditioned upon, among other things, the approval of the merger by the Company's stockholders, any required antitrust clearance and the receipt by Purchaser of the proceeds contemplated by financing commitments.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements contain unaudited historical financial data for the twelve months ended December 31, 2003 and six months ended June 30, 2004 derived from our and MedSource's audited and unaudited consolidated financial statements included elsewhere in this prospectus and from MedSource's unaudited consolidated financial statements not included in this prospectus. The historical statement of operations data of MedSource have been adjusted from a June 30 fiscal year to a calendar year presentation to match our fiscal year end. We consummated the MedSource Acquisition on June 30, 2004 and, as a result, the assets and liabilities of MedSource are recorded on our balance sheet as of the date of the MedSource Acquisition and the results of operations of MedSource for June 30, 2004 are included in our results for that day. The unaudited pro forma condensed consolidated statements of operations for the twelve months ended December 31, 2003 and the six months ended June 30, 2004 give effect to the Transactions as if they had occurred on January 1, 2003. The Transactions include:

•

the MedSource Acquisition;



•

the payment of MedSource's indebtedness and accrued interest;



•

the payment of our old senior secured credit facility, our old senior subordinated indebtedness, UTI's senior indebtedness and accrued interest;



•

the payment of the Venusa earn-out;



•

the payment of dividends on UTI's Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock;



•

the repurchase of UTI's Class C Redeemable Preferred Stock;



•

the borrowings under our New Senior Secured Credit Facility;



•

the Equity Investment by the DLJ Merchant Banking Buyers in UTI;



•

the offering of the notes; and



•

the payment of fees and expenses related to the foregoing.

        The unaudited pro forma condensed consolidated financial statements account for the transactions using the purchase method of accounting, which requires that we adjust their assets and liabilities to their fair values. Such valuations are based upon available information and certain assumptions that we believe are reasonable. The total purchase price was allocated to their net assets based on preliminary estimates of fair value. The final purchase price allocation will be based on a formal valuation analysis and may include adjustments to the amounts shown here. A final valuation is in process. The result of the final allocation could be materially different from the preliminary allocation set forth in this prospectus.

        We are a wholly-owned subsidiary of UTI. UTI is a holding company with no operations and whose only asset is our capital stock. Proceeds from the issuance of indebtedness and sale of capital stock of UTI were used by us for acquisitions of subsidiaries. Accordingly, in compliance with provisions of Staff Accounting Bulletin 54 (Topic 5-J), the accompanying financial statements reflect the push down of UTI's indebtedness and related interest expense and UTI's equity. UTI allocates all interest and costs to us as all indebtedness has been pushed down. Management believes the methods of allocation are reasonable.

        You should read the following unaudited pro forma condensed consolidated financial statements and the related notes thereto in conjunction with "The Transactions," "Capitalization," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial

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Condition and Results of Operations," and the consolidated financial statements of MDMI and MedSource and the respective notes thereto included in this prospectus.

        The unaudited pro forma condensed consolidated financial statements are intended for informational purposes only and do not purport to present our actual financial position or the results of operations that actually would have occurred or that may be obtained in the future if the transactions described had occurred as presented. In addition, future results may vary significantly from the results reflected in such statements due to certain factors beyond our control. See "Risk Factors."

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MEDICAL DEVICE MANUFACTURING, INC.

Unaudited Pro Forma Condensed Consolidated Statement Of Operations

Twelve Months Ended December 31, 2003

(in thousands)

		MDMI			MedSource
																							Pro Forma Twelve months ended December 31, 2003
		Twelve months ended December 31, 2003			Twelve months ended June 30, 2003			Six months ended December 28, 2003			Six months ended December 29, 2002			Twelve months ended December 28, 2003			Eliminations(a)			Transaction
Net sales		$	174,223		$	177,298		$	90,231		$	85,624		$	181,905		$	(2,436	)	$	—		$	353,692
Cost of sales			121,029			131,970			69,070			63,982			137,058			(2,436	)		(2,074	)(b)		253,577
Gross profit			53,194			45,328			21,161			21,642			44,847			—			2,074			100,115
Selling, general and administrative expenses			28,612			33,495			15,472			15,928			33,039			—			400	(c)		62,051
Research and development expenses			2,603			—			—			—			—			—			—			2,603
Restructuring and other charges			1,487			3,724			2,889			—			6,613			—			—			8,100
Impairment of goodwill and intangibles			—			40,000			—			—			40,000			—			—			40,000
Amortization of intangibles			4,828			338			60			168			230			—			1,074	(d)		6,132
Income (loss) from operations			15,664			(32,229	)		2,740			5,546			(35,035	)		—			600			(18,771	)
Other income (expense):
	Interest expense, net		(16,587	)		(2,669	)		(1,359	)		(1,158	)		(2,870	)		—			(9,228	)(e)		(28,685	)
	Other		(9	)		(100	)		—			—			(100	)		—			—			(109	)
Total other expense			(16,596	)		(2,769	)		(1,359	)		(1,158	)		(2,970	)		—			(9,228	)		(28,794	)
Income (loss) before income taxes			(932	)		(34,998	)		1,381			4,388			(38,005	)		—			(8,628	)		(47,565	)
Income tax expense (benefit)			13,872			267			205			15			457			—			—	(g)		14,329
Net income (loss)		$	(14,804	)	$	(35,265	)	$	1,176		$	4,373		$	(38,462	)	$	—		$	(8,628	)	$	(61,894	)

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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MEDICAL DEVICE MANUFACTURING, INC.

Unaudited Pro Forma Condensed Consolidated Statement Of Operations

Six Months Ended June 30, 2004

(in thousands)

		MDMI Six months Ended June 30, 2004			MedSource Interim Period Ended June 29, 2004			Eliminations(a)			Transaction			Pro Forma six months ended June 30, 2004
Net sales		$	112,147		$	94,301		$	(526	)	$	—		$	205,922
Cost of sales			77,658			71,767			(526	)		(637	)(b)		148,262
Gross profit			34,489			22,534			—			637			57,660
Selling, general and administrative expense			16,575			15,175			—			200	(c)		31,950
Research and development expenses			1,176			—			—			—			1,176
Restructuring and other charges			—			2,334			—			—			2,334
Impairment of goodwill and intangibles			—			—			—			—			—
Amortization of intangibles			2,450			90			—			577	(d)		3,117
Income (loss) from operations			14,288			4,935			—			(140	)		19,083
Other income (expense):
	Interest expense, net		(12,015	)		(1,291	)		—			(1,025	)(e)		(14,331	)
	Other		(3,265	)		85			—			3,295	(f)		115
Total other income (expense)			(15,280	)		(1,206	)		—			2,270			(14,216	)
Income (loss) Loss before income taxes			(992	)		3,729			—			2,130			4,867
Income tax expense			1,057			284			—			—	(g)		1,341
Net income (loss)		$	(2,049	)	$	3,445		$	—		$	2,130		$	3,526

See accompanying notes to unaudited pro forma condensed consolidated statements of operations.

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MEDICAL DEVICE MANUFACTURING, INC.

Notes to Unaudited Pro Forma Condensed Consolidated Statement Of Operations

Twelve Months Ended December 31, 2003 and Six Months Ended June 30, 2004

(in thousands)

(a)

Represents the elimination of sales by the Company to MedSource and sales by MedSource to the Company.

(b)

MedSource's property, plant and equipment will be valued at its fair market value as of June 30, 2004. The valuation is expected to be completed by September 30, 2004. Until the valuation is completed the Company is valuing the property, plant and equipment at an estimated value assuming anticipated closure of several MedSource facilities. The Company is estimating that the depreciation expense will be lower based upon the anticipated value of the property, plant and equipment.

(c)

The Company will incur an annual monitoring fee to DLJ Merchant Banking III, Inc.

(d)

MedSource's identifiable intangibles will be valued at their fair market value as of June 30, 2004. The valuation is expected to be completed by September 30, 2004. The Company is estimating that the amortization expense will be higher based upon the anticipated increase in the valuation by approximately $9,108 using an estimated useful life of eight years.

(e)

Consists of:

	Twelve months ended December 31, 2003			Six months ended June 30, 2004
Elimination of interest on retired indebtedness at the Company	$	16,474		$	11,970
Elimination of interest on retired indebtedness at MedSource		2,870			1,291
Interest on borrowings under the New Senior Secured Credit Facility and the notes		(26,328	)		(13,164	)
Amortization of deferred financing fees of the Company		(2,244	)		(1,122	)
	$	(9,228	)	$	(1,025	)

(f)

Represents the elimination of the one-time expense for prepayment fees associated with the retired indebtedness of the Company.

(g)

The tax rate is different than the statutory rate due to the Company recording valuation allowances against the potential tax benefit of the additional pro forma loss because the Company's history of taxable losses makes recovery unlikely.

P-5

$175,000,000
Medical Device Manufacturing, Inc.
Series B 10% Senior Subordinated Notes Due 2012

Prospectus

Dated            , 2004

DEALER PROSPECTUS DELIVERY OBLIGATION. Until                        , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        Section 7-108-402 of the Colorado Business Corporation Act (the "Act") provides, generally, that the articles of incorporation of a Colorado corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distribution), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which such provision becomes effective. Article V of the Company's bylaws contain a provision eliminating liability as permitted by the statute.

        Section 7-109-103 of the Act provides that a Colorado corporation must indemnify a person (i) who is or was a director of the corporation or an individual who, while serving as a director of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or fiduciary or agent of another corporation or other entity or of any employee benefit plan (a "Director") or officer of the corporation and (ii) who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a "Proceeding"), in which he was a party, against reasonable expenses incurred by him in connection with the Proceeding unless such indemnity is limited by the corporation's articles of incorporation. The Company's articles of incorporation do not contain any such limitation.

        Section 7-109-102 of the Act provides, generally, that a Colorado corporation may indemnify a person made a party to a Proceeding because the person is or was a Director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person's conduct was in the corporation's best interests and, in all other cases, his conduct was at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The Company's articles of incorporation and its bylaws provide for such indemnification. A corporation may not indemnify a Director in connection with any Proceeding by or in the right of the corporation in which the Director was adjudged liable to the corporation or, in connection with any other Proceeding charging the Director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the Director was judged liable on the basis that he derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

        Under Section 7-109-107 of the Act, unless otherwise provided in the articles of incorporation, a Colorado corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a Director and may indemnify such a person who is not a Director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. The Company's bylaws provide for indemnification of officers, employees and agents of the Company to the same extent as its Directors.

II-1

        The above discussion of our Bylaws and of the Act is not intended to be exhaustive and is qualified in its entirety by such Bylaws and the Act.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants as disclosed above, the registrants have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Merger, dated as of April 27, 2004, among MedSource Technologies, Inc., Medical Device Manufacturing, Inc. and Pine Merger Corporation (incorporated by reference to exhibit 2.1 to MedSource's current report on Form 8-K (Commission File No. 000-49702) filed on April 28, 2004)
2.2	Subscription Agreement, dated June 30, 2004, among UTI Corporation, DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
3.1	Articles of Incorporation of Medical Device Manufacturing, Inc., as amended
3.2	Bylaws of Medical Device Manufacturing, Inc.
3.3	Certificate of Incorporation of MedSource Technologies, Inc.
3.4	Bylaws of MedSource Technologies, Inc.
3.5	Articles of Incorporation of Noble-Met, Ltd., as amended
3.6	Bylaws of Noble-Met, Ltd., as amended
3.7	Amended and Restated Articles of Incorporation of UTI Corporation, a Pennsylvania corporation, as amended
3.8	Bylaws of UTI Corporation, a Pennsylvania corporation
3.9	Articles of Incorporation of Spectrum Manufacturing, Inc.
3.10	Bylaws of Spectrum Manufacturing, Inc., as amended
3.11	Restated Articles of Incorporation of American Technical Molding, Inc.
3.12	Restated Bylaws of American Technical Molding, Inc.
3.13	Certificate of Incorporation of UTI Holding Company
3.14	Bylaws of UTI Holding Company
3.15	Articles of Incorporation of Micro-Guide, Inc., as amended
3.16	Amended and Restated Bylaws of Micro-Guide, Inc.
3.17	Certificate of Incorporation of Venusa, Ltd.
3.18	Bylaws of Venusa, Ltd.

II-2

3.19	Certificate of Formation of MedSource Technologies, LLC
3.20	Limited Liability Company Agreement of MedSource Technologies, LLC
3.21	Certificate of Incorporation of Brimfield Acquisition Corp.
3.22	Bylaws of Brimfield Acquisition Corp.
3.23	Certificate of Formation of Brimfield Precision, LLC, as amended
3.24	Limited Liability Company Agreement of Brimfield Precision, LLC
3.25	Certificate of Formation of Kelco Acquisition, LLC
3.26	Amended and Restated Limited Liability Company Agreement of Kelco Acquisition, LLC
3.27	Certificate of Formation of Hayden Precision Industries, LLC, as amended
3.28	Limited Liability Company Agreement of Hayden Precision Industries, LLC
3.29	Certificate of Formation of Portlyn, LLC, as amended
3.30	Limited Liability Company Agreement of Portlyn, LLC
3.31	Certificate of Formation of The Microspring Company, LLC
3.32	Limited Liability Company Agreement of The Microspring Company, LLC
3.33	Certificate of Formation of Tenax, LLC
3.34	Limited Liability Company Agreement of Tenax, LLC
3.35	Certificate of Incorporation of Thermat Acquisition Corp.
3.36	Bylaws of Thermat Acquisition Corp.
3.37	Certificate of Incorporation of MedSource Technologies Newton, Inc., as amended
3.38	Bylaws of MedSource Technologies Newton, Inc.
3.39	Certificate of Incorporation of MedSource Technologies Pittsburgh, Inc., as amended
3.40	Bylaws of MedSource Technologies Pittsburgh, Inc.
3.41	Certificate of Incorporation of MedSource Trenton, Inc.
3.42	Bylaws of MedSource Trenton, Inc.
3.43*	Articles of Incorporation of National Wire & Stamping, Inc., as amended
3.44	Bylaws of National Wire & Stamping, Inc.
3.45	Restated Articles of Organization of Texcel, Inc.
3.46	Amended and Restated Bylaws of Texcel, Inc.
3.47	Articles of Incorporation of Cycam, Inc., as amended
3.48	Bylaws of Cycam, Inc.
3.49	Articles of Incorporation of ELX, Inc.
3.50	Amended and Restated Bylaws of ELX, Inc.
3.51	Articles of Incorporation of G&D, Inc., as amended

II-3

3.52	Bylaws of G&D, Inc., as amended
4.1	Indenture, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the 10% Senior Subordinated Notes due 2012
4.2	Form of 10% Senior Subordinated Notes due 2012 (included in Exhibit 4.1)
4.3	Form of Notation of Guarantee executed by the Guarantors listed on the signature pages to the Indenture (included in Exhibit 4.1)
4.4	Registration Rights Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., the Guarantors party thereto, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC
4.5	Credit and Guarantee Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., as borrower, the lenders party thereto, Credit Suisse First Boston, acting through its Cayman Island Branch, as Sole Lead Arranger, Sole Book Runner, Administrative Agent and Collateral Agent Antares Capital Corporation and National City Bank, or co-Documentation Agents, and Wachovia Bank, National Association, as Syndication Agent
4.6	Pledge and Security Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., as borrower, the Guarantors party thereto, and Credit Suisse First Boston, acting through its Cayman Islands Branch, as Collateral Agent
4.7	Amended and Restated Shareholders' Agreement, dated as of June 30, 2004, among UTI Corporation and the shareholders listed on the signature pages thereto
4.8	Anti-Dilution Agreement, dated as of May 31, 2000, among UTI Corporation, DLJ Investment Partners II, L.P., DLJ Investment Funding II, Inc., DLJ ESC II L.P. and DLJ Investment Partners, L.P.
4.9	Third Amended and Restated Registration Rights Agreement, dated as of June 30, 2004, among UTI Corporation and the shareholders listed on the signature pages thereto
5.1	Opinion of Hogan & Hartson L.L.P. as to the validity of the Form of 10% Senior Subordinated Notes due 2012
5.2	Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
5.3	Opinion of Lionel Sawyer & Collins, P.C.
5.4	Opinion of Saul Ewing LLP
10.1	Employment Agreement, dated as of September 15, 2003, between UTI Corporation and Ron Sparks
10.2	Employment Offer Letter, dated as of March 21, 2003, and employment letter dated July 19, 2004 between UTI Corporation and Gary Curtis
10.3	Employment Agreement, dated as of September 2001, between UTI Corporation and Stewart Fisher
10.4	Employment Agreement, dated as of May 31, 2000, between UTI Corporation and Jeffrey Farina (incorporated by reference to Exhibit 10.4 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)

II-4

10.5	Separation Agreement, dated March 18, 2004, between UTI Corporation and Barry Aiken
10.6	Separation Agreement and General Release of Claims, dated September 14, 2003, between UTI Corporation and Andrew D. Freed
10.7	Trade Secrets Agreement and Employment Contract, dated April 7, 2003, between UTI Corporation and Gary D. Curtis
10.8.1	Non-Disclosure, Non-Solicitation, Non-Competition on Invention Assignment Agreement, dated July 22, 2003, between UTI Corporation and Gary D. Curtis
10.8.2	Non-Competition Agreement, dated September, 2001, between UTI Corporation and Stewart Fisher
10.8.3	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Jeffrey Farina (incorporated by reference to exhibit 10.18 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000), as amended on December 1, 2003
10.8.4	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Barry Aiken (incorporated by reference to exhibit 10.17 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.8.5	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Andrew D. Freed (incorporated by reference to exhibit 10.16 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.8.6	Non-Disclosure, Non-Solicitation, Non-Competition on Invention Assignment Agreement, dated July 31, 2004, between UTI Corporation and Tom Lemker
10.9	Management Agreement, dated as of July 6, 1999, as amended on May 31, 2000 and June 30, 2004, between UTI Corporation and KRG Capital Partners, L.L.C.
10.10	Letter Agreement, dated as of June 30, 2004, between UTI Corporation, Medical Device Manufacturing, Inc. and DLJ Merchant Banking III, Inc.
10.11	Form of 2000 Stock Option and Incentive Plan Incentive Stock Option Agreement (incorporated by reference to exhibit 10.4.1 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.12	Form of 2000 Stock Option and Incentive Plan Non-Incentive Stock Option Agreement (incorporated by reference to exhibit 10.4.2 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.13	Star Guide Phantom Stock Plan (incorporated by reference to exhibit 10.6 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.14	2000 Employee Phantom Stock Plan (incorporated by reference to exhibit 10.7 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.14.1	Form of 2000 Employee Phantom Stock Plan Agreement (incorporated by reference to exhibit 10.7.1 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)

II-5

10.15	2000 Retention Plan for Employees (incorporated by reference to exhibit 10.8 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.16	2000 Retention Plan for MER Consultants and Employees (incorporated by reference to exhibit 10.9 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.17	UTI Corporation Key Executive Deferred Compensation Plan (incorporated by reference to exhibit 10.10 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.18	UTI Supplemental Executive Retirement Pension Program (incorporated by reference to exhibit 10.11 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.19	Lease Agreement, dated July 6, 1999, between 5000 Independence LLC and Medical Device Manufacturing, Inc. (incorporated by reference to exhibit 10.22 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.20	Employment Letter, dated as of July 19, 2004, between UTI Corporation and Tom Lemker
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.4	Consent of Mintz Levin Cohn Ferris Glousky and Popeo, P.C. (included in Exhibit 5.2)
23.5	Consent of Lionel Sawyer & Collins, P.C. (included in Exhibit 5.3)
23.6	Consent of Saul Ewing LLP (included in Exhibit 5.4)
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended of US Bank, National Association, as trustee, on Form T-1
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Notice to Brokers
99.4	Notice to Clients

*

To be filed by amendment.

(b)

Financial Statement Schedules

        None

(c)

Reports, Opinions and Appraisals

        Not applicable

II-6

ITEM 22.    Undertakings.

        Each of the undersigned Registrants hereby undertakes:

(1)

That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.



(2)

To respond to requests for information that is incorporated by reference in the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.



(3)

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.



(4)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) that, individually or in the aggregate, represents a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement when it becomes effective; and



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.



(5)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(6)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, each Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Collegeville, Commonwealth of Pennsylvania on August 30, 2004.

MEDICAL DEVICE MANUFACTURING, INC. a Colorado corporation
By:	/s/  STEWART A. FISHER Stewart A. Fisher Chief Financial Officer, Vice President, Treasurer and Secretary
GUARANTORS
G&D, Inc. Noble-Met, Ltd. UTI Corporation, a Pennsylvania corporation Spectrum Manufacturing, Inc. American Technical Molding, Inc. UTI Holding Company Micro-Guide, Inc. Venusa, Ltd. MedSource Technologies, Inc. MedSource Technologies, LLC Brimfield Acquisition Corp. Brimfield Precision, LLC Kelco Acquisition, LLC Hayden Precision Industries, LLC National Wire & Stamping, Inc. Portlyn, LLC Texcel, Inc. The Microspring Company, LLC Tenax, LLC Thermat Acquisition Corp. MedSource Technologies Newton, Inc. MedSource Technologies Pittsburgh, Inc. MedSource Trenton, Inc. Cycam, Inc. ELX, Inc.
By:	/s/  STEWART A. FISHER Stewart A. Fisher Chief Financial Officer, Vice President, Treasurer and Secretary

II-8

POWER OF ATTORNEY

        Each person whose signature appears below hereby appoints Ron Sparks, Stewart A. Fisher and Bruce L. Rogers, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity in Which Signed	Date
/s/  RON SPARKS Ron Sparks	President and Chief Executive Officer of MDMI, Principal Executive Officer of each of the Guarantors, Director of MDMI and those certain Guarantors which are corporations (the "Corporate Guarantors"), other than Cycam, Inc. and ELX, Inc. (Principal Executive Officer)	August 30, 2004
/s/  STEWART A. FISHER Stewart A. Fisher	Chief Financial Officer, Vice President, and Secretary of MDMI and each of the Guarantors, Director of National Wire & Stamping, Inc. (Principal Financial Officer and Principal Accounting Officer)	August 30, 2004
/s/  BRUCE L. ROGERS Bruce L. Rogers	Chairman of the Board of Directors of MDMI, Director of the Corporate Guarantors, Vice President and Assistant Secretary of MDMI and each of the Guarantors	August 30, 2004
/s/  H. STEPHEN COOKSTON H. Stephen Cookston	Director of MDMI	August 30, 2004
/s/  AVINASH A. KENKARE Avinash A. Kenkare	Director of MDMI	August 30, 2004
/s/  WILLIAM LANDMAN William Landman	Director of MDMI	August 30, 2004
/s/  LARRY G. PICKERING Larry G. Pickering	Director of MDMI	August 30, 2004

II-9

/s/  ERIC M. POLLOCK Eric M. Pollock	Director of MDMI	August 30, 2004
/s/  DANIEL J. PULVER Daniel J. Pulver	Director of MDMI	August 30, 2004
/s/  T. QUINN SPITZER, JR. T. Quinn Spitzer, Jr.	Director of MDMI	August 30, 2004
/s/  STEPHEN D. NEUMANN Stephen D. Neumann	Director of each of the Corporate Guarantors; Vice President and Assistant Secretary of MDMI and each of the Guarantors	August 30, 2004

II-10

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Merger, dated as of April 27, 2004, among MedSource Technologies, Inc., Medical Device Manufacturing, Inc. and Pine Merger Corporation (incorporated by reference to exhibit 2.1 to MedSource's current report on Form 8-K (Commission File No. 000-49702) filed on April 28, 2004)
2.2	Subscription Agreement, dated June 30, 2004, among UTI Corporation, DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P.
3.1	Articles of Incorporation of Medical Device Manufacturing, Inc., as amended
3.2	Bylaws of Medical Device Manufacturing, Inc.
3.3	Certificate of Incorporation of MedSource Technologies, Inc.
3.4	Bylaws of MedSource Technologies, Inc.
3.5	Articles of Incorporation of Noble-Met, Ltd., as amended
3.6	Bylaws of Noble-Met, Ltd., as amended
3.7	Amended and Restated Articles of Incorporation of UTI Corporation, a Pennsylvania corporation, as amended
3.8	Bylaws of UTI Corporation, a Pennsylvania corporation
3.9	Articles of Incorporation of Spectrum Manufacturing, Inc.
3.10	Bylaws of Spectrum Manufacturing, Inc., as amended
3.11	Restated Articles of Incorporation of American Technical Molding, Inc.
3.12	Restated Bylaws of American Technical Molding, Inc.
3.13	Certificate of Incorporation of UTI Holding Company
3.14	Bylaws of UTI Holding Company
3.15	Articles of Incorporation of Micro-Guide, Inc., as amended
3.16	Amended and Restated Bylaws of Micro-Guide, Inc.
3.17	Certificate of Incorporation of Venusa, Ltd.
3.18	Bylaws of Venusa, Ltd.
3.19	Certificate of Formation of MedSource Technologies, LLC
3.20	Limited Liability Company Agreement of MedSource Technologies, LLC
3.21	Certificate of Incorporation of Brimfield Acquisition Corp.
3.22	Bylaws of Brimfield Acquisition Corp.
3.23	Certificate of Formation of Brimfield Precision, LLC, as amended
3.24	Limited Liability Company Agreement of Brimfield Precision, LLC
3.25	Certificate of Formation of Kelco Acquisition, LLC

II-11

3.26	Amended and Restated Limited Liability Company Agreement of Kelco Acquisition, LLC
3.27	Certificate of Formation of Hayden Precision Industries, LLC, as amended
3.28	Limited Liability Company Agreement of Hayden Precision Industries, LLC
3.29	Certificate of Formation of Portlyn, LLC, as amended
3.30	Limited Liability Company Agreement of Portlyn, LLC
3.31	Certificate of Formation of The Microspring Company, LLC
3.32	Limited Liability Company Agreement of The Microspring Company, LLC
3.33	Certificate of Formation of Tenax, LLC
3.34	Limited Liability Company Agreement of Tenax, LLC
3.35	Certificate of Incorporation of Thermat Acquisition Corp.
3.36	Bylaws of Thermat Acquisition Corp.
3.37	Certificate of Incorporation of MedSource Technologies Newton, Inc., as amended
3.38	Bylaws of MedSource Technologies Newton, Inc.
3.39	Certificate of Incorporation of MedSource Technologies Pittsburgh, Inc., as amended
3.40	Bylaws of MedSource Technologies Pittsburgh, Inc.
3.41	Certificate of Incorporation of MedSource Trenton, Inc.
3.42	Bylaws of MedSource Trenton, Inc.
3.43*	Articles of Incorporation of National Wire & Stamping, Inc., as amended
3.44	Bylaws of National Wire & Stamping, Inc.
3.45	Restated Articles of Organization of Texcel, Inc.
3.46	Amended and Restated Bylaws of Texcel, Inc.
3.47	Articles of Incorporation of Cycam, Inc., as amended
3.48	Bylaws of Cycam, Inc.
3.49	Articles of Incorporation of ELX, Inc.
3.50	Amended and Restated Bylaws of ELX, Inc.
3.51	Articles of Incorporation of G&D, Inc., as amended
3.52	Bylaws of G&D, Inc., as amended
4.1	Indenture, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee, with respect to the 10% Senior Subordinated Notes due 2012
4.2	Form of 10% Senior Subordinated Notes due 2012 (included in Exhibit 4.1)
4.3	Form of Notation of Guarantee executed by the Guarantors listed on the signature pages to the Indenture (included in Exhibit 4.1)

II-12

4.4	Registration Rights Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., the Guarantors party thereto, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC
4.5	Credit and Guarantee Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., as borrower, the lenders party thereto, Credit Suisse First Boston, acting through its Cayman Island Branch, as Sole Lead Arranger, Sole Book Runner, Administrative Agent and Collateral Agent Antares Capital Corporation and National City Bank, or co-Documentation Agents, and Wachovia Bank, National Association, as Syndication Agent
4.6	Pledge and Security Agreement, dated as of June 30, 2004, among Medical Device Manufacturing, Inc., as borrower, the Guarantors party thereto, and Credit Suisse First Boston, acting through its Cayman Islands Branch, as Collateral Agent
4.7	Amended and Restated Shareholders' Agreement, dated as of June 30, 2004, among UTI Corporation and the shareholders listed on the signature pages thereto
4.8	Anti-Dilution Agreement, dated as of May 31, 2000, among UTI Corporation, DLJ Investment Partners II, L.P., DLJ Investment Funding II, Inc., DLJ ESC II L.P. and DLJ Investment Partners, L.P.
4.9	Third Amended and Restated Registration Rights Agreement, dated as of June 30, 2004 among UTI Corporation and the shareholders listed on the signature pages thereto
5.1	Opinion of Hogan & Hartson L.L.P. as to the validity of the Form of 10% Senior Subordinated Notes due 2012
5.2	Opinion of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
5.3	Opinion of Lionel Sawyer & Collins, P.C.
5.4	Opinion of Saul Ewing LLP
10.1	Employment Agreement, dated as of September 15, 2003, between UTI Corporation and Ron Sparks
10.2	Employment Offer Letter, dated as of March 21, 2003, and employment letter dated July 19, 2004 between UTI Corporation and Gary Curtis
10.3	Employment Agreement, dated as of September 2001, between UTI Corporation and Stewart Fisher
10.4	Employment Agreement, dated as of May 31, 2000, between UTI Corporation and Jeffrey Farina (incorporated by reference to Exhibit 10.4 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.5	Separation Agreement, dated March 18, 2004, between UTI Corporation and Barry Aiken
10.6	Separation Agreement and General Release of Claims, dated September 14, 2003, between UTI Corporation and Andrew D. Freed
10.7	Trade Secrets Agreement and Employment Contract, dated April 7, 2003, between UTI Corporation and Gary D. Curtis
10.8.1	Non-Disclosure, Non-Solicitation, Non-Competition on Invention Assignment Agreement, dated July 22, 2003, between UTI Corporation and Gary D. Curtis

II-13

10.8.2	Non-Competition Agreement, dated September, 2001, between UTI Corporation and Stewart Fisher
10.8.3	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Jeffrey Farina (incorporated by reference to exhibit 10.18 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000), as amended on December 1, 2003
10.8.4	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Barry Aiken (incorporated by reference to exhibit 10.17 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.8.5	Non-Competition Agreement, dated May 31, 2000, between UTI Corporation and Andrew D. Freed (incorporated by reference to exhibit 10.16 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.8.6	Non-Disclosure, Non-Solicitation, Non-Competition on Invention Assignment Agreement, dated July 31, 2004, between UTI Corporation and Tom Lemker
10.9	Management Agreement, dated as of July 6, 1999, as amended on May 31, 2000 and June 30, 2004, between UTI Corporation and KRG Capital Partners, L.L.C.
10.10	Letter Agreement, dated as of June 30, 2004, between UTI Corporation, Medical Device Manufacturing, Inc. and DLJ Merchant Banking III, Inc.
10.11	Form of 2000 Stock Option and Incentive Plan Incentive Stock Option Agreement (incorporated by reference to exhibit 10.4.1 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.12	Form of 2000 Stock Option and Incentive Plan Non-Incentive Stock Option Agreement (incorporated by reference to exhibit 10.4.2 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.13	Star Guide Phantom Stock Plan (incorporated by reference to exhibit 10.6 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.14	2000 Employee Phantom Stock Plan (incorporated by reference to exhibit 10.7 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.14.1	Form of 2000 Employee Phantom Stock Plan Agreement (incorporated by reference to exhibit 10.7.1 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.15	2000 Retention Plan for Employees (incorporated by reference to exhibit 10.8 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.16	2000 Retention Plan for MER Consultants and Employees (incorporated by reference to exhibit 10.9 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.17	UTI Corporation Key Executive Deferred Compensation Plan (incorporated by reference to exhibit 10.10 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)

II-14

10.18	UTI Supplemental Executive Retirement Pension Program (incorporated by reference to exhibit 10.11 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on February 14, 2001)
10.19	Lease Agreement, dated July 6, 1999, between 5000 Independence LLC and Medical Device Manufacturing, Inc. (incorporated by reference to exhibit 10.22 to UTI Corporation's registration statement on Form S-1 (Commission File No. 333-52802) filed on December 27, 2000)
10.20	Employment Letter, dated as of July 19, 2004, between UTI Corporation and Tom Lemker
12.1	Statement of Computation of Ratios of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.4	Consent of Mintz Levin Cohn Ferris Glousky and Popeo, P.C. (included in Exhibit 5.2)
23.5	Consent of Lionel Sawyer & Collins, P.C. (included in Exhibit 5.3)
23.6	Consent of Saul Ewing LLP (included in Exhibit 5.4)
24.1	Power of Attorney (included on signature page)
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended of US Bank, National Association, as trustee, on Form T-1
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Notice to Brokers
99.4	Notice to Clients

*

To be filed by amendment.

II-15

EX-2.2

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Exhibit 2.2

SUBSCRIPTION AGREEMENT

        THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of June 30, 2004, by and among UTI Corporation, a Maryland corporation ("Holdings") and each of DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the "DLJMB Buyers").

        WHEREAS, Medical Device Manufacturing, Inc., a Colorado corporation and a wholly-owned subsidiary of Holdings ("Parent") has entered into an Agreement and Plan of Merger, dated April 27, 2004 (the "Merger Agreement"), pursuant to which, on even date herewith, an acquisition subsidiary ("MergerCo") will merge (the "Merger") with and into Medsource Technologies, Inc., a Delaware corporation ("Target") and the shareholders of Target will receive $7.10 in cash per share of Target common stock;

        WHEREAS, in connection with the Merger and on even date herewith, Holdings will (i) repay or refinance all outstanding indebtedness (other than certain capital leases) of each of Holdings, Parent and Target (the "Refinancing"), (ii) redeem and pay accrued dividends on all outstanding shares of Holdings Class C Redeemable Preferred Stock (the "Class C Redemption"), and (iii) make a distribution to existing holders of Holdings Class A Convertible Preferred Stock in satisfaction of all accrued and unpaid dividends (together with the Class C Redemption, the "Holdings Distributions");

        WHEREAS, in connection with the Merger and on even date herewith, Credit Suisse First Boston is providing debt financing aggregating $409.0 million for the purpose of providing a portion of the consideration necessary to fund the Merger and related transactions (the "Debt Financing");

        WHEREAS, on the terms set forth herein and for the purpose of providing a portion of the consideration necessary to fund the Merger and related transactions, Holdings desires to issue and sell to the DLJMB Buyers, and the DLJMB Buyers desire to purchase and acquire from Holdings (the "DLJMB Investment" and together with the Merger, the Refinancing, the Class C Redemption, the Holdings Distributions and the Debt Financing, the "Transactions"), (a) shares of Class A-8 Convertible Preferred Stock (the "Class A-8 Stock") and (b) contingent warrants to purchase a variable number of additional shares of Class A-8 Stock;

        WHEREAS, on even date herewith, the parties and certain other stockholders of Holdings are entering into a Shareholders Agreement and Registration Rights Agreement; and

        NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

        1.1   Certain Definitions. The following terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

        "Affiliate" means, in respect of any Person, any other Person that is directly or indirectly controlling, controlled by, or under common control with such Person or any of its subsidiaries, and the term "control" (including the terms "controlled by" and "under common control with") means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise.

        "Agreement" has the meaning ascribed to it in the preamble to this Agreement.

        "Basket" has the meaning ascribed to it in Section 6.4(a).

        "Board of Directors" has the meaning ascribed to it in Section 3.2.

        "Business Day" means any day other than a Saturday, Sunday, or other day on which banking institutions in the State of New York are authorized or required by Law to close.

        "Cap" has the meaning ascribed to it in Section 6.4(b).

        "Charter" means the Third Articles of Amendment and Restatement of Holdings in the form set forth in Exhibit A hereto.

        "Class A-8 Stock" has the meaning ascribed to it in the recitals to this Agreement.

        "Class A-8 Securities" has the meaning ascribed to it in Section 2.1.

        "Class A-8 Warrants" has the meaning ascribed to it in Section 2.1.

        "Class C Redemption" has the meaning ascribed to it in the recitals to this Agreement.

        "Closing" has the meaning ascribed to it in Section 2.2.

        "Closing Date" has the meaning ascribed to it in Section 2.2.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Commitment Letter" means the Commitment Letter, dated as of April 27, 2004, by and among Holdings and the DLJMB Buyers.

        "Debt Financing" has the meaning ascribed to in the recitals to this Agreement.

        "DLJMB Buyers" has the meaning ascribed to it in the preamble to this Agreement.

        "DLJMB Buyer Indemnified Parties" has the meaning ascribed to it in Section 6.2.

        "DLJMB Investment" has the meaning ascribed to it in the recitals to this Agreement.

        "Encumbrance" means any security interest, lien, pledge, claim, charge, escrow, encumbrance, option, right of first offer, right of first refusal, preemptive right, mortgage, indenture, security agreement or other similar agreement, arrangement, contract, commitment, understanding, or obligation, whether written or oral, and whether or not relating in any way to credit or the borrowing of money.

        "Environmental Claims" has the meaning ascribed to it in Section 3.14.

        "Environmental Laws" has the meaning ascribed to it in Section 3.14.

        "Environmental Permits" has the meaning ascribed to it in Section 3.14.

        "ERISA" has the meaning ascribed to it in Section 3.11.

        "ERISA Affiliate" has the meaning ascribed to it in Section 3.11.

        "Expenses" has the meaning ascribed to it in Section 6.2(a).

        "Financial Statements" has the meaning ascribed to it in Section 3.8.

        "GAAP" has the meaning ascribed to it in Section 3.8.

        "Governmental Entity" has the meaning ascribed to it in Section 3.3.

        "Hazardous Material" has the meaning ascribed to it in Section 3.14.

        "Holdings" has the meaning ascribed to it in the preamble to this Agreement.

        "Holdings Distributions" has the meaning ascribed to it in the recitals to this Agreement.

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        "Holdings Indemnified Parties" has the meaning ascribed to it in Section 6.2(b).

        "HSR Act" has the meaning ascribed to it in Section 3.6.

        "Indebtedness" means, for Holdings and its Subsidiaries, on a consolidated basis, at the time of any determination, without duplication, all indebtedness or obligations, contingent or otherwise: (i) for borrowed money, (ii) evidenced by notes, debentures, bonds or other similar instruments for the payment of which Holdings or any of its Subsidiaries is responsible or liable, including without limitation, indebtedness under any credit facility, (iii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations of Holdings or any of its Subsidiaries under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising and paid in the ordinary course of business in accordance with customary payment terms); (iv) all obligations of Holdings or any of its Subsidiaries under leases required to be capitalized in accordance with GAAP; (v) all obligations of Holdings or any of its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; (vi) the amounts with respect to any negative cash balances and overdrafts of Holdings or any of its Subsidiaries; (vii) all obligations of Holdings or any of its Subsidiaries under interest rate hedging programs; (viii) all obligations of the type referred to in clauses (i) through (vii) of Holdings or any of its Subsidiaries for the payment of which Holdings or any of its Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (ix) all obligations of the type referred to in clauses (i) through (viii) of other persons secured by any lien on any property or asset of Holdings or any of its Subsidiaries (whether or not such obligation is assumed by Holdings or any of its Subsidiaries).

        "Indemnification Claim" has the meaning ascribed to it in Section 6.3.

        "Intellectual Property" has the meaning ascribed to it in Section 3.16.

        "IRS" means the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

        "Knowledge" with respect to any particular representation or warranty contained in this Agreement, when used to apply to the "Knowledge" of Holdings, shall mean the actual knowledge or conscious awareness, after due inquiry, of Ron Sparks, Stewart Fisher, Jeffrey Farina, Gary Curtis, Thomas Lemker, Bruce Rogers and Steven Neumann.

        "KRG" means KRG Capital Partners L.L.C.

        "Law" has the meaning ascribed to it in Section 3.3.

        "Leases" has the meaning ascribed to it in Section 3.21.

        "Lien" means means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset, or any right of others therein.

        "Losses" has the meaning ascribed to it in Section 6.2.

        "Material Adverse Effect" means any change, effect, event, occurrence, state or facts or development that, individually or in the aggregate, (i) constitutes or would be reasonably expected to result in a material adverse effect on the business, liabilities, property, assets, prospects, results of operation or financial condition of Holdings and its Subsidiaries, taken as a whole, or (ii) prevents or delays the ability of Holdings to consummate the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been a Material Adverse Effect with respect to Holdings: (a) any actions or omissions of Holdings hereto taken with the prior written consent of the DLJMB Buyers in contemplation of the Transactions; (b) the direct effects of compliance with the Transaction Agreements on the operating performance of Holdings, including

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expenses incurred by Holdings in consummating the Transactions or relating to any litigation arising as a result of the Transactions; (c) changes attributable to or resulting from changes in general economic conditions, except to the extent that Holdings and its Subsidiaries taken as a whole are adversely affected in a disproportionate manner as compared to other industry participants; (d) changes affecting the industry in which Holdings operates, except to the extent that Holdings and its Subsidiaries taken as a whole are adversely affected in a disproportionate manner as compared to other industry participants; and (e) changes directly attributable to acts of terrorism or acts of the public enemy, except to the extent that Holdings and its Subsidiaries taken as a whole are adversely affected in a disproportionate manner as compared to other industry participants.

        "Material Contracts" has the meaning ascribed to it in Section 3.17.

        "Merger" has the meaning ascribed to it in the recitals to this Agreement.

        "MergerCo" has the meaning ascribed to it in the recitals to this Agreement.

        "Merger Agreement" has the meaning ascribed to in the recitals to this Agreement.

        "MGCL" means the Maryland General Corporation Law.

        "Owned Real Property" has the meaning ascribed to it in Section 3.21.

        "Parent" has the meaning ascribed to it in the recitals to this Agreement.

        "PBGC" has the meaning ascribed to it in Section 3.11(f).

        "Permits" has the meaning ascribed to it in Section 3.13.

        "Permitted Encumbrances" means (i) Encumbrances for current Taxes not yet due and payable and (ii) materialmen, mechanic, workmen, repairmen, contractor, warehousemen, carrier, supplier, vendor, or similar Encumbrances if payment is not yet due on the underlying obligation.

        "Person" means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or Governmental Entity.

        "Purchase Price" has the meaning ascribed to it in Section 2.1(a).

        "Real Property" has the meaning ascribed to it in Section 3.21.

        "Refinancing" has the meaning ascribed to it in the recitals to this Agreement.

        "Registration Rights Agreement" shall mean the Third Amended and Restated Registration Rights Agreement, in the form set forth in Exhibit B hereto.

        "Release" has the meaning ascribed to it in Section 3.14.

        "Remediation" has the meaning ascribed to it in Section 3.14.

        "SEC" means the U.S. Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Shareholders Agreement" shall mean the Amended and Restated Shareholders Agreement of Holdings, by and among Holdings, the DLJMB Buyers and certain other securityholders of Holdings, in the form set forth in Exhibit C hereto.

        "Subsidiary" means, in respect of Holdings, any Person in which Holdings, directly or indirectly, beneficially owns more than 50% of either the equity interest in, or the voting control of, such Person, whether or not existing on the date hereof.

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        "Survival Period" has the meaning ascribed to it in Section 6.1.

        "Target" has the meaning ascribed to it in the recitals to this Agreement.

        "Tax Returns" means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes.

        "Taxes" has the meaning ascribed to it in Section 3.10.

        "Transactions" has the meaning ascribed to it in the recitals to this Agreement.

        "Transaction Agreements" means, collectively, this Agreement, the Shareholders Agreement, the Registration Rights Agreement and each other document, instrument, certificate, or agreement to be executed by the parties to effect the transactions contemplated by this Agreement, including without limitation, the Class A-8 Warrants.

        "Transaction Expenses" means the aggregate amount of fees and expenses and other payment obligations incurred by Holdings or its Subsidiaries in connection with the Transactions, including the commitment and other fees associated with the Debt Financing, fees and expenses of advisors and counsel for Holdings, Parent, Target and the DLJMB Buyers, advisors (including, without limitation, Piper Jaffray & Co.), consultants (including environmental consultants), investment bankers, experts, actuaries, auditors and accountants, HSR filing fees with respect to the Merger and the DLJMB Investment, and all sale or transaction bonuses payable in connection with the Transactions contemplated hereby (including, without limitation, the transaction fee payable to KRG and an affiliate of the DLJMB Buyers).

        "Venusa Earn-Out" means the earn-out pursuant Section 2.2(b) of the Stock Purchase Agreement dated as of February 28, 2003 by and among Holdings, Parent, CISA, Ltd. and Giancarlo Gagliardoni and Cesare Gagliardoni.

        "Working Capital" means accounts receivable, inventory and prepaid expenses less accounts payable and accrued expenses (excluding accrued interest, accrued income tax and any amount payable in connection with the Venusa Earn-Out).

        1.2   Construction.

        All References to "Articles," "Sections," "Schedules," and "Exhibits" contained in this Agreement are, unless specifically indicated otherwise, references to articles, sections, schedules, or exhibits of or to this Agreement.

        As used in this Agreement, the following terms shall have the meanings indicated: (i) "day" means a calendar day; (ii) "U.S." or "United States" means the United States of America; (iii) "dollar" or "$" means lawful currency of the United States; (iv) "including" or "include" means "including without limitation"; and (v) references in this Agreement to specific Laws (such as the MGCL, the Code, and ERISA), or to specific sections or provisions of Laws, apply to the respective U.S. or state Laws that bear the names so specified and to any succeeding Law, section, or provision corresponding thereto and the rules and regulations promulgated thereunder.

ARTICLE II
Purchase and Sale of Securities

        2.1   Purchase and Sale of Securities.

        On the terms and subject to the conditions set forth herein, the DLJMB Buyers will purchase (i) 7,568,980 shares of Class A-8 Stock (the "Shares") and (ii) contingent warrants to purchase a variable number of shares of Class A-8 Stock (the "Class A-8 Warrants" and together with the Shares, the "Class A-8 Securities"), in each case, in such proportions as are set forth opposite each DLJMB

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Buyer's name on Schedule I attached hereto. The aggregate consideration to be paid in cash to Holdings by the DLJMB Buyers for the Class A-8 Securities is $89,843,792.60 (the "Purchase Price").

        At the Closing, each DLJMB Buyer shall deliver to Holdings its respective percentage of the Purchase Price set forth opposite such DLJMB Buyer's name on Schedule I by wire transfer of immediately available funds to an account designated by Holdings, and Holdings shall deliver to each DLJMB Buyer (i) certificates representing its pro-rata portion (as indicated on Schedule I hereto) of the aggregate number of Shares to be issued hereunder and (ii) a contingent warrant for Class A-8 Stock exerciseable for its respective pro-rata portion (as indicated on Schedule I hereto) of the Class A-8 Warrants.

        2.2   Closing Date. The closing of the purchase and sale of the Class A-8 Securities (the "Closing", and the date of such Closing, the "Closing Date") shall take place at the offices of Hogan & Hartson L.L.P., One Tabor Center, Suite 1500, 1200 Seventeenth Street, Denver CO, 80202 on the same date and at the same time as the closing of the Merger.

        2.3   Proceedings at Closing. All actions to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered. At the Closing, Holdings shall deliver to the DLJMB Buyers the items in Section 5.1.

ARTICLE III
Representations and Warranties of Holdings

        Except as set forth in the disclosure letter attached hereto or in connection with the Transaction, which is dated the date hereof (the "Holdings Disclosure Letter"), with specific reference to the particular section or subsection of this Article III to which the limitation set forth in such Holdings Disclosure Letter relates, Holdings represents and warrants to the DLJMB Buyers as follows:

        3.1   Existence; Good Standing; Corporate Authority. Holdings is (a) a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) duly licensed or qualified to do business as a foreign corporation, partnership or limited liability company and, except as set forth in Section 3.1 of the Holdings Disclosure Letter, is in good standing under the laws of each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing has not had and would not reasonably be expected to have a Material Adverse Effect. Holdings has all requisite corporate power and authority to own, operate, license and lease its properties and carry on its business as now conducted and consummate the Transactions, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Holdings has heretofore made available to the DLJMB Buyers true and correct copies of the certificate of incorporation and bylaws or other governing documents of Holdings as currently in effect. The corporate records and minute books of Holdings, (true, correct and complete copies of which or, in the case of minutes that have not yet been finalized, drafts thereof, have heretofore been made available to the DLJMB Buyers) reflect all material actions taken and authorizations made at meetings of such companies' boards of directors, managers or other governing bodies, and any committees thereof, and at any stockholders', members' or other equity owners' meetings thereof.

        3.2   Authorization, Validity and Effect of Agreements. Holdings has the requisite corporate power and authority to execute and deliver the Transaction Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Agreements by Holdings and the consummation by Holdings of the transactions contemplated thereby have been duly and validly

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authorized by the Board of Directors of Holdings (the "Board of Directors"), and no other corporate proceedings on the part of Holdings will be necessary to authorize the Transaction Agreements or to consummate the transactions contemplated thereby. The Transaction Agreements have been duly and validly executed and delivered by Holdings and, assuming the Transaction Agreements each constitute a valid and binding obligation of the DLJMB Buyers, will constitute the legal, valid and binding obligations of Holdings, enforceable in accordance with their respective terms.

        3.3   Compliance with Laws. Neither Holdings nor any of its Subsidiaries is in violation of any foreign, federal, state or local law, statute, ordinance, rule, regulation, code, injunction, ordinance, convention, directive, order, judgment, ruling or decree or other legal requirement (including any arbitral award or decision) (the "Laws") of any foreign, federal, state or local judicial, legislative, executive, administrative or regulatory body or authority or any court, arbitration, board or tribunal ("Governmental Entity") applicable to Holdings or any of its Subsidiaries or any of their respective properties or assets except where such violation would not reasonably be expected to result in a Material Adverse Effect. Holdings is not being investigated with respect to, or, to the Knowledge of Holdings, threatened to be charged with or given notice of any violation of, any applicable Law except for such of the foregoing as would not reasonably be expected to result in a Material Adverse Effect.

        3.4   Capitalization. Capitalization. After giving effect to the Transactions, the authorized capital stock of Holdings shall consist solely of 50,000,000 shares of common stock, par value $0.01 per share (the "Common Stock") and 50,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), of which 2,500,000 shares have been designated as Class A-1 Convertible Preferred, 1,400,000 shares have been designated as Class A-2 Convertible Preferred, 26,456 shares have been designated as Class A-3 Convertible Preferred, 6,2500,000 shares have been designated as Class A-4 Convertible Preferred, 1,500,000 shares have been designated as Class A-5 Convertible Preferred, 300,000 shares have been designated as Class A-6 Convertible Preferred, 2,000,000 shares have been designated as Class A-7 Convertible Preferred, 9,000,000 shares have been designated as Class A-8 Convertible Preferred, 1,000,000 shares have been designated as Class AA Convertible Preferred, 1,200,000 shares have been designated as Class AB Preferred, 300,000 shares have been designated as Class B-1 Redeemable and Convertible Preferred and 300,000 shares have been designated as Class B-2 Redeemable and Convertible Preferred. After giving effect to the Transactions, (i) 429,578 shares of Common Stock will be issued and outstanding (excluding shares held by Holdings in its treasury), (ii) 868,372 shares of Class A-1 Preferred will be outstanding, (iii) 1,156,250 shares of Class A-2 Preferred will be outstanding, (iv) 26,456 shares of Class A-3 Preferred will be outstanding, (v) 3,437,500 shares of Class A-4 Preferred will be outstanding, (vi) 995,469 shares of Class A-5 Preferred will be outstanding, (vii) 187,033 shares of Class A-6 Preferred will be outstanding, (viii) 1,767,548 shares of Class A-7 Preferred will be outstanding, (ix) 7,568,980 shares of Class A-8 Preferred will be outstanding, (x) 542,502 shares of Class AA Preferred will be outstanding, (xi) no shares of Class AB Preferred will be outstanding, (xii) 300,000 shares of Class B-1 Preferred will be outstanding, (xiii) 300,000 shares of Class B-2 Preferred will be outstanding, (xiv) other than the Class A-8 Warrants and the warrants to purchase an aggregate of 1,136,364 shares of Class AB Preferred, no warrants to purchase capital stock of Holdings will be outstanding, (xv) no shares of Class C Senior Redeemable Preferred will be outstanding, (xvi) options to purchase Common Stock as set forth in Section 3.4(b) of the Holdings Disclosure Letter will be outstanding, (xvii) no shares of Common Stock will be held by Holdings in its treasury, and (xviii) no shares of capital stock of Holdings will be held by Holdings' Subsidiaries. Holdings and its Subsidiaries have no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of Holdings on any matter. All issued and outstanding shares of capital stock (A) have been duly authorized, validly issued and fully paid and (B) are nonassessable and free of preemptive rights other than those rights set forth in the Shareholders Agreement between Holdings and certain of its stockholders. Other than as set forth above, in connection with that certain Anti-Dilution Agreement, dated May 31, 2000,

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between Holdings and the parties set forth therein, or with respect to an obligation to issue up to a maximum of 305,707 shares of Class A-7 Preferred in connection with the Venusa Earn-Out and as set forth above, there are no other shares of capital stock or voting securities of Holdings, and no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that obligate Holdings to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or equity interests in or any security convertible into or exercisable or exchangeable for any capital stock or equity interest in, Holdings.

        Except as set forth in Section 3.4(b) of the Holdings Disclosure Letter, there are no (i) outstanding agreements or other obligations of Holdings or any of its Subsidiaries to repurchase, redeem or otherwise acquire (or cause to be repurchased, redeemed or otherwise acquired) any shares of capital stock of Holdings and there are no performance awards outstanding under any stock option plans or any other outstanding stock-related awards or (ii) voting trusts or other agreements or understandings to which Holdings or any of its Subsidiaries or, to the Knowledge of Holdings, any of Holdings' directors or executive officers is a party with respect to the voting of capital stock of Holdings or any of its Subsidiaries. Section 3.4 of the Holdings Disclosure Letter sets forth as of the date of this Agreement a complete and accurate list of all outstanding options to purchase shares of Common Stock granted pursuant to any stock option plan (true and correct copies of which have been made available by Holdings to the DLJMB Buyers), which list sets forth the name of the holders thereof and, to the extent applicable, the exercise price or purchase price thereof, the number of shares of Common Stock subject thereto, the governing stock option plan with respect thereto and the expiration date thereof.

        3.5   Subsidiaries.

        (a)   Section 3.5(a) of the Holdings Disclosure Letter lists each direct and indirect Subsidiary of Holdings together with the jurisdiction of organization of each such Subsidiary. Except for the capital stock or other ownership interests of its Subsidiaries, and except as set forth in Section 3.5(a) of the Holdings Disclosure Letter, Holdings does not own, directly or indirectly, (i) any shares of outstanding capital stock or other securities convertible into or exchangeable for capital stock of any other corporation or (ii) any equity or other participating interest in the revenues or profits of any corporation, partnership, limited liability company, joint venture or other entity, association or business enterprise and Holdings is not subject to any obligation to make any investment (in the form of a loan, capital contribution or otherwise) in any corporation, partnership, limited liability company, joint venture or other entity, association or business enterprise.

        (b)   Holdings owns, directly or indirectly through a wholly owned Subsidiary, all the outstanding shares of capital stock (or other ownership interests) of each Subsidiary of the Holdings, as set forth in Section 3.5(b) of Holdings Disclosure Letter. There are no other shares of capital stock or voting or other securities or ownership interests of any Subsidiary outstanding or reserved for issuance, and there are no outstanding options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that obligate any Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or equity interests in or any security convertible into or exercisable or exchangeable for any capital stock or equity interest in, any Subsidiary.

        (c)   There are no (i) outstanding agreements or other obligations of any Subsidiary to repurchase, redeem or otherwise acquire (or cause to be repurchased, redeemed or otherwise acquired) any shares of capital stock of such Subsidiary and there are no performance awards outstanding under any stock option or other equity plans or any other outstanding stock-related awards or (ii) voting trusts or other agreements or understandings to which any Subsidiary or, to

8

the Knowledge of Holdings, any of Holdings or its Subsidiary's directors or executive officers is a party with respect to the voting of capital stock of any Subsidiary.

        (d)   The records and minute books of each Subsidiary, for the period during which it has been owned, directly or indirectly, by Holdings (true, correct and complete copies of which or, in the case of minutes that have not yet been finalized, drafts thereof, have heretofore been made available to the DLJMB Buyers) reflect all material actions taken and authorizations made at meetings of such companies' boards of directors, managers or other governing bodies, and any committees thereof, and at any stockholders', members' or other equity owners' meetings thereof.

        (e)   No Subsidiary is being investigated with respect to, or, to the Knowledge of Holdings, threatened to be charged with or given notice of any violation of, any applicable Law except where such violation would not reasonably be expected to result in a Material Adverse Effect.

        3.6   No Violation. Neither the execution and delivery by Holdings of the Transaction Agreements nor the consummation by Holdings of the transactions contemplated thereby does or will: (a) violate, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws (as currently in effect) of Holdings or any of its Subsidiaries; (b) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the termination, cancellation or amendment or in a right of termination, cancellation or amendment of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment, penalty or other obligations pursuant to any Contract (as hereinafter defined) or Lease (as hereinafter defined); (c) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the properties of Holdings or its Subsidiaries, except for any such matters referenced in clauses (b) and (c) that would not reasonably be expected to result in a Material Adverse Effect; (d) result in there being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any Material Contract (as hereinafter defined), except to the extent such declaration would not reasonably be expected to result in a Material Adverse Effect; (e) require any consent, approval, action, order, notification or authorization of, license, permit or waiver by or declaration, filing or registration (collectively, "Consents") with any Governmental Entity, including any such Consent under the Laws of any foreign jurisdiction, other than (i) the filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any other applicable Law governing antitrust or competition matters, and any Consents required or permitted to be obtained pursuant to the Laws of any foreign jurisdiction relating to antitrust matters or competition ("Foreign Antitrust Laws") (collectively, "Other Antitrust Filings and Consents," and, together with the other filings described in this clause, "Regulatory Filings") and (ii) those Consents which if not obtained would not reasonably be expected to result in a Material Adverse Effect or (f) violate any Laws applicable to Holdings or any of its Subsidiaries or any of their respective assets or properties except where such violations would not reasonably be expected to result in a Material Adverse Effect.

        3.7   Valid Offering. Assuming the accuracy of the representations and warranties of the DLJMB Buyers set forth in Article IV, the offer, sale, and issuance of the Class A-8 Securities will be exempt from the registration requirements of the Securities Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration or qualification requirements of all applicable state securities Laws. Neither Holdings nor any person acting on its behalf has taken or will take any action that would reasonably be expected to cause the loss of any such exemption. Assuming the accuracy of the representations and warranties of the DLJMB Buyers set forth in Article IV, the offer, sale and issuance of the Class A-8 Securities as contemplated hereby will comply with all applicable federal and state Laws. At the Closing, (i) the Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances and (ii) the shares of Class A-8 Stock underlying the Class A-8 Warrants will be duly reserved for issuance and, when issued upon an automatic exercise of such Class A-8 Warrants, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Encumbrances.

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        3.8   Financial Statements. Set forth in Section 3.8 of the Holdings Disclosure Schedule is a true and complete copy of (i) the audited consolidated balance sheet of Holdings and its Subsidiaries as at and for the fiscal years ended December 2003, 2002 and 2001 and the related consolidated statements of income, cash flows, and stockholders' equity for the periods then ended, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries as at and for the three month periods ended March 31, 2004 and the related consolidated statements of income, cash flows and stockholder equity for the three month period then ended and (iii) the unaudited monthly statements of Holdings for the periods ending on April 30, 2004 and May 31, 2004, in each case together with the notes thereto (clauses (i) through (iii) above collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP") and fairly present the consolidated financial condition, assets and liabilities, results of operations, cash flows, and changes in stockholders' equity of Holdings and its Subsidiaries on a consolidated basis as of the dates, and for the periods, indicated therein.

        3.9   Absence of Certain Changes. Since December 31, 2003, except with respect to the Transactions or as set forth in Section 3.9 of the Holdings Disclosure Letter, Holdings and its Subsidiaries have conducted their business in the ordinary course consistent with past practices and there have not been (a) any events, changes, effects, developments or states of fact that would reasonably be expected to have or constitute a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Holdings; (c) any issuance by Holdings of, or agreement or commitment of Holdings to issue, any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock; (d) any repurchase, redemption or any other acquisition by Holdings or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, Holdings or its Subsidiaries; (e) any material change in accounting principles, practices or methods, except as required by GAAP; (f) any entry into any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by Holdings or any of its Subsidiaries to, their respective directors or officers, except for increases occurring in the ordinary course of business in accordance with their customary practices consistent with past practices and employment agreements entered into in the ordinary course of business; (g) any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with Holdings' customary practices; and (h) any revaluation by Holdings or any of its Subsidiaries of any material amount of their assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business consistent with past practices or as required by GAAP.

        3.10 Taxes. Except as set forth in Section 3.10 of the Holdings Disclosure Letter, (a) all U.S. Federal Tax Returns and all other material Tax Returns (collectively, the "Company Returns") required to be filed with any taxing authority by Holdings or any of its Subsidiaries have been timely filed in accordance in all material respects with all applicable Laws; (b) Holdings and each of its Subsidiaries have timely paid all Taxes due and payable, and the Company Returns are true, correct and complete in all material respects; (c) Holdings and each of its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; (d) there is no action, suit, proceeding, audit or claim pending against Holdings or any of its Subsidiaries in respect of any Taxes, nor has any such action, suit, proceeding, audit or claim been threatened in writing; (e) neither Holdings nor any of its Subsidiaries is a party to or bound by any Tax sharing or allocation agreement or similar contract or assignment or any agreement that obligates any of them to make any payment computed by references to the Taxes, taxable income or taxable losses of any other Person; (f) there are no liens with respect to Taxes (other than Taxes not yet due and payable) on any of the assets or

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properties of Holdings or any of its Subsidiaries; (g) neither Holdings nor any of its Subsidiaries (1) is, or has been, a member of an affiliated, consolidated, combined or unitary group, other than one of which Holdings was the common parent or (2) has any liability for the Taxes of any Person (other than Holdings and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), or as a transferee or successor, by contract or otherwise; (h) neither Holdings nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ended after the Closing Date (a "Post-Closing Tax Period") as a result of any (A) change in accounting method for any taxable period (or portion thereof) ending on or prior to Closing Date (a "Pre-Closing Tax Period") under Section 481of the Code (or any analogous or comparable provision of U.S. state or local or non-U.S. Tax law), (B) written agreement with a Tax authority with regard to the Tax liability of Holdings or any of its Subsidiaries for any Pre-Closing Tax Period, (C) deferred intercompany gain described in U.S. Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Income Tax law) arising from any transaction that occurred prior to the Closing Date or prior to the Closing on the Closing Date, (D) installment sale or open transaction disposition made prior to the Closing Date or prior to the Closing on the Closing Date, or (E) prepaid amount received on or prior to the Closing Date; (i) no waivers of statutes of limitation with respect to any Company Returns have been given by Holdings or any of its Subsidiaries; (j) all deficiencies asserted or assessments made as a result of any examinations of Holdings or any of its Subsidiaries have been fully paid; (k) none of Holdings or any of its Subsidiaries has received written notice from any Governmental Entity in a jurisdiction in which such entity does not file a Tax return stating that such entity is or may be subject to taxation by that jurisdiction; (l) none of the assets of Holdings or any of its Subsidiaries is property required to be treated as being owned by any other Person pursuant to the "safe harbor lease" provisions of former Section 168(f)(8) of the Code; (m) neither Holdings nor any predecessors of Holdings by merger or consolidation has within the past three years been a party to a transaction intended to qualify under Section 355 of the Code or under so much of Section 356 of the Code as relates to Section 355 of the Code; (n) Holdings is not and has not been a United States real property holding corporation, within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (o) Holdings has not made any payments, is not obligated to make any payments, and is not a party to any agreement or other arrangement that could obligate it to make any payments that would not be deductible under Section 280G of the Code; (p) Holdings has not made an election or filed a consent under Section 341(f) of the Code or otherwise agreed to have Section 341(f) apply to the disposition of any asset of Holdings; (q) neither Holdings nor any of its Subsidiaries is a party to any joint venture, partnership or other written arrangement or contract which could be treated as a partnership for U.S. federal income tax purposes for any period for which the statute of limitations for any Tax on the income therefrom has not expired; (r) Holdings' net operating loss carryforwards for federal tax income purposes (i) from the taxable year ended December 31, 2003 are not expected to be less than $29.3 million; (s) the unpaid Taxes of Holdings (A) did not, as of December 31, 2003, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes, established to reflect timing differences between book and Tax income) set forth on the face of the 2003 Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Holdings in filing its Tax returns; and (t) the joint elections made pursuant to Section 338(h)(10) of the Code in connection with the acquisitions of Noble-Met Ltd. and UTI Corporation were, in each case, validly made and timely filed with the Internal Revenue Service. The term "Tax" or "Taxes" means all United States federal, state, local or foreign income, profits, estimated gross receipts, windfall profits, environmental (including taxes under Section 59A of the Code), severance, property, intangible property, occupation, production, sales, use, license, excise, emergency excise, franchise, escheat, capital gains, capital stock, employment, withholding, social security (or similar), disability, transfer, registration, stamp, payroll, goods and services, value added, alternative or add-on minimum tax, estimated, or any other tax, custom, duty or

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governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest, penalties, fines, related liabilities or additions to taxes that may become payable in respect therefor imposed by any Governmental Entity, whether disputed or not.

        3.11 Employee Benefits.

        (a)   Except as set forth in Section 3.11(a) of Holdings Disclosure Letter, neither Holdings nor any ERISA Affiliate (as defined below) maintains, administers, sponsors or otherwise has any liability with respect to (i) any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) any material employment, severance or similar contract, plan, arrangement or policy or (iii) any other material plan or arrangement (written or oral) whether or not subject to ERISA (including any funding mechanism therefore now in effect or required) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive, equity, equity-based or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, workers' compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), which, without limiting any other limitation hereof, in each case specified in subsection (i), (ii), or (iii), covers any employee or former employee or director of Holdings or any of its Subsidiaries. Holdings has delivered or made available to the DLJMB Buyers (i) current, accurate and complete copies (or to the extent no such copy exists, an accurate description of the material features) of each stock option plan, each Company Employee Plan (as defined below) and, if applicable, each related trust agreement and insurance contract, (ii) all amendments thereto, (iii) the three most recently prepared IRS Form 5500 Annual Return/Reports and attached schedules, (iv) if applicable, the most recent audited financial statements and (v) the current summary plan description and subsequent summaries of material modifications for each Company Employee Plan, to the extent applicable. The plans required to be listed on Section 3.11(a) of the Holdings Disclosure Letter are referred to collectively herein as the "Company Employee Plans." An "ERISA Affiliate" means any Person which would be treated as a single employer with Holdings or any of its Subsidiaries under Section 414 of the Code.

        (b)   Except as set forth in Section 3.11(b) of the Holdings Disclosure Letter, no Company Employee Plan is a defined benefit plan (as defined in ERISA Section 3(35)) or a multiemployer plan (as defined in ERISA Section 3(37)). In the preceding six years, none of Holdings, its Subsidiaries nor its ERISA Affiliates has sponsored or participated in a multiemployer plan.

        (c)   Section 3.11(c) of the Holdings Disclosure Letter lists each material employee benefit plan, agreement or arrangement maintained by Holdings and its Subsidiaries substantially for the benefits of employees of Holdings and its Subsidiaries located outside the United States (each a "Non-U.S. Benefit Plan"). Holdings has made available to the DLJMB Buyers correct and complete copies of, if applicable (a) each Non-U.S. Benefit Plan (or in the case of any such Non-U.S. Benefit Plan that is unwritten, descriptions thereof), (b) the most recent annual reports, if any, required to be filed with the applicable foreign body as required under applicable foreign law with respect to each Non-U.S. Benefit Plan and (c) the most recent actuarial report for each Non-U.S. Benefit Plan. Each Non-U.S. Benefit Plan has been administrered in accordance with its terms and is in compliance in all material respects with applicable foreign laws. No material liability exists or reasonably could be expected to be imposed upon Holdings or any Subsidiary with respect to such Non-U.S. Benefit Plan.

        (d)   (i) Neither Holdings nor any of its Subsidiaries has incurred material liability under Title IV of ERISA that has not been satisfied in full, and to the Knowledge of Holdings and its Subsidiaries, no facts exist that could reasonably be expect to give rise to such material liability

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thereunder, (ii) no Liens exist that could reasonably be expected to be imposed under Section 412 of the Internal Revenue Code or ERISA with respect to any Company Employee Plan subject to Title IV of ERISA, and (iii) all premiums (and interest charges and penalites for late payment, applicable) due to the PBGC with respect to any Company Employee Plan subject to Title IV of ERISA, have been paid when due.

        (e)   Except as disclosed in Section 3.11(e) of the Holdings Disclosure Letter as of the date hereof, no accumulated funding deficiences (as defined in ERISA) exist with respect to any of the Company Employee Plans.

        (f)    Except as set forth in Section 3.11(f) of the Holdings Disclosure Letter, in the preceding six years, there has been no reportable event (as defined in Section 4043(c) of ERISA) with respect to any Company Employee Plan subject to Title IV of ERISA for which the 30 day notice requirement of 4043(a) of ERISA has not been waived by Pension Benefit Guaranty Corporation ("PBGC") regulation and, to the Knowledge of Holdings, no facts exist that could reasonably be expected to give rise to such event.

        (g)   Except as set forth in Section 3.11(g) of the Holdings Disclosure Letter, no Company Employee Plan is (i) an employee stock ownership plan (as defined in Code Section 4975(e)(7)) or otherwise invests in employer securities (as defined in Code Section 409(l)), (ii) a qualified foreign plan (as defined in Code Section 404A(e)), or (iii) a voluntary employees' beneficiary association (as defined in Code Section 501(c)(9)).

        (h)   Each Company Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and each trust forming a part thereof is exempt from Tax pursuant to Section 501(a) of the Code and, to the Knowledge of Holdings, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. Holdings has furnished to the DLJMB Buyers a copy of the most recent Internal Revenue Service determination letter, if any, with respect to each Company Employee Plan which is intended to be qualified under Section 401(a) of the Code.

        (i)    Each Company Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Company Employee Plan. To the Knowledge of Holdings, nothing has been done or omitted to be done and no transaction or holding of any asset under or in connection with any Company Employee Plan has occurred that will make Holdings or any of its Subsidiaries, or any officer or director of Holdings or any Subsidiaries, subject to any material liability under Part 4 of Title I of ERISA or liable for any Tax pursuant to Section 4975 of the Code (assuming the taxable period of any such transaction expired as of the date hereof).

        (j)    Holdings has made all contributions and other payments required and due under the terms of each Company Employee Plan prior to the date hereof, and there has been no amendment to or change in employee participation or coverage under any Company Employee Plan which would materially increase the expense of maintaining such Company Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended June 30, 2003.

        (k)   No amount required to be paid or payable to or with respect to any employee or other service provider of Holdings (other than with respect to a Target plan or arrangement) in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an excess parachute payment (as defined by Code Section 280G). Section 3.11(k) of the Holdings Disclosure Letter sets forth (i) the name of each such employee or other service provider, (ii) any payments that may be classified as parachute payments, (iii) the agreements pursuant to which such payments may be

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made and (iv) the amount of any tax gross-up payment to which each such employee or other service provider is entitled with respect to any portion of any excise tax under Code Section 4999 and other similar state laws.

        (l)    Except as set forth in Section 3.11(l) of the Holdings Disclosure Letter, neither Holdings nor any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any Company Employee Plan which is a welfare plan as defined in Section 3(1) of ERISA, other than benefits mandated by Section 4980B of the Code or under applicable Law.

        (m)  (i) To the Knowledge of Holdings, no Company Employee Plan is under audit or is the subject of an audit or investigation by the Internal Revenue Service, the Department of Labor, the PBGC, or any other Governmental Entity, nor is any such audit or investigation pending and (ii) with respect to any Company Employee Plan and except as would not result in a Material Adverse Restriction, (A) no actions, suits, termination proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Holdings, threatened and (B) no facts or circumstances exist that could reasonably be expected to give rise to any such actions, suits or claims.

        (n)   Except as set forth in Section 3.11(n) of the Holdings Disclosure Letter, neither the execution of the Merger Agreement and the Transaction Agreements by Holdings nor the consummation of the transactions contemplated thereby will result in the acceleration or creation of any rights of any officer, director or employee of Holdings under any Company Employee Plan or under any agreement (including the acceleration of the vesting or exercisability of any options, the acceleration of the vesting of any restricted stock, the acceleration of any payment under any phantom stock plan, the acceleration of the accrual or vesting of any benefits under any plan or the acceleration or creation of any rights under any bonus, severance, parachute or change in control agreement).

        3.12 Brokers. Holdings has not retained, authorized to act on behalf of Holdings or any of its Subsidiaries or entered into any contract, arrangement or understanding with any person or firm that may result in the obligation of Holdings or any of its Subsidiaries to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the DLJMB Investment other than the fees paid or payable to KRG and the DLJMB Buyers or their respective designees.

        3.13 Licenses and Permits. Holdings and its Subsidiaries maintain in full force and effect and are in compliance with all material licenses, permits, certificates, approvals, consents, easements, variances, exemptions and authorizations (collectively, "Permits") with and under all Laws, and from all Governmental Entities, required to conduct their respective businesses as presently conducted, except where failure to so comply would not reasonably be expected to result in a Material Adverse Effect, and no Permit is subject to any outstanding order, decree, judgment or stipulation that would be likely to affect such Permit, where the effect of the foregoing would not reasonably be expected to result in a Material Adverse Effect.

        3.14 Environmental Compliance and Disclosure. Except as set forth in Section 3.14 of the Holdings Disclosure Letter under the appropriately captioned corresponding clause contained herein and except as would not reasonably be expected to result in a Material Adverse Effect, (a) Holdings and each Subsidiary have complied and are in compliance with, and the Real Property and the Owned Real Property (each as hereinafter defined are collectively referred to as the "Property") and all improvements thereon are in compliance with, all Environmental Laws (as hereinafter defined), (b) (i) neither Holdings nor any Subsidiary has any liability under any Environmental Law, nor is Holdings or any Subsidiary responsible for any such liability of any other person under any Environmental Law, whether by contract, by operation of law or otherwise, and (ii) there are no facts, circumstances, Releases (as hereinafter defined), or conditions existing, initiated or occurring prior to

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the Closing Date, which have or will result in liability to Holdings or any Subsidiary under Environmental Law, (c) there are no pending or, to the Knowledge of Holdings, threatened Environmental Claims (as hereinafter defined), and neither Holdings nor any Subsidiary has received any written notice of any Environmental Claim from any Person, (d) (i) Holdings and each Subsidiary maintains in full force and effect all Environmental Permits (as hereinafter defined) necessary to operate the business or assets of Holdings or any Subsidiary as currently operated, a true and complete list of which is set forth in Section 3.14(d) of the Holdings Disclosure Letter, (ii) Holdings and each Subsidiary has timely filed applications for all Environmental Permits, and (iii) none of such Environmental Permits require consent, notification, or other action to remain in full force and effect following consummation of the transactions contemplated hereby, (e) (i) the Property contains no underground improvements (e.g., tanks) used currently or in the past for the management of Hazardous Materials, and no portion of the Property is or has been used as a dump or landfill or consists of or contains filled in land or wetlands, (ii) with respect to any real property formerly owned, operated, or leased by Holdings or any Subsidiary, during the period of such ownership, operation or tenancy, no portion of such property was used as a dump or landfill, and Holdings has no Knowledge of any such use at any time prior to its ownership, operation, or tenancy of such real property, and (iii) neither PCBs (as hereinafter defined), "toxic mold," nor asbestos-containing materials are present on or in the Property or the improvements thereon, (f) Holdings has furnished to the DLJMB Buyers accurate and complete copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to the Property, compliance with Environmental Laws, or any other real property that Holdings or any Subsidiary formerly owned, operated, or leased; (g) (i) no Property, and no property to which Hazardous Materials (as hereinafter defined) originating on or from such properties or the businesses or assets of Holdings or any Subsidiary has been sent for treatment or disposal, is listed or proposed to be listed on the National Priorities List or CERCLIS or on any other governmental database or list of properties that may or do require Remediation (as hereinafter defined) under Environmental Laws and (ii) neither Holdings nor any Subsidiary has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it is or will be liable for Remediation of such location pursuant to Environmental Laws.

        In this Section 3.14: (a) "Claims" means all demands, claims, actions or causes of action, assessments, complaints, directives, citations, information requests issued by government authority, legal proceedings, orders, written notices of potential responsibility, losses, damages (including, without limitation, diminution in value), liabilities, sanctions, costs and expenses, including interest, penalties and attorneys' and experts' fees and disbursements; (b) "Environmental Claims" means all Claims pursuant to Environmental Laws, including those based on, arising out of or otherwise relating to (i) the Remediation, Release of, or exposure to, Hazardous Materials, (ii) the off-site Release, treatment, transportation, storage or disposal of Hazardous Materials originating from Holdings or a Subsidiary's assets or business, and (iii) any violations of Environmental Laws by Holdings or any Subsidiary; (c) "Environmental Laws" means any Laws (including the Comprehensive Environmental Response, Compensation, and Liability Act) relating to the Remediation, generation, production, installation, use, storage, treatment, transportation, Release, threatened Release, or disposal of Hazardous Materials, or noise control, or the protection of human health, safety, natural resources, animal health or welfare, or the environment; (d) "Environmental Permits" means any permits, licenses, certificates and approvals required under any Environmental Law; (e) "Hazardous Materials" means any wastes, substances, radiation, or materials (whether solids, liquids or gases) (i) which are hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or mutagenic, (ii) which are or become defined as "pollutants," "contaminants," "hazardous materials," "hazardous wastes," "hazardous substances," "toxic substances," "radioactive materials," "solid wastes," or other similar designations in, or otherwise subject to regulation under, any Environmental Laws, (iii) the presence of which on the Property causes a nuisance pursuant to Laws upon the Property or to adjacent properties, (iv) which contain,

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without limitation, polychlorinated biphenyls ("PCBs"), mold, methyl-tertiary butyl ether (MTBE), asbestos or asbestos-containing materials, lead-based paints, urea-formaldehyde foam insulation, or petroleum or petroleum products (including, without limitation, crude oil or any fraction thereof), or (v) which pose a hazard to human health, safety, natural resources, employees, or the environment; (f) "Release" means any emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release of Hazardous Materials into or upon the environment, including the air, soil, improvements, surface water, groundwater, the sewer, septic system, storm drain, publicly owned treatment works, or waste treatment, storage, or disposal systems; and (g) "Remediation" means any legally required investigation, clean-up, removal action, remedial action, restoration, repair, response action, corrective action, monitoring, sampling and analysis, installation, reclamation, closure, or post-closure in connection with the threatened or actual Release of Hazardous Materials.

        3.15 Labor and Employment Matters.

        (a)   Except as disclosed in Section 3.15(a) of the Company Disclosure Letter, neither Holdings nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other Contract or understanding with a labor union or labor organization or written work rules or written practices agreed to with any labor organization or employee association applicable to employees of Holdings or any of its Subsidiaries. Except as disclosed in Section 3.15(a) of the Holdings Disclosure Letter, there is no (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Holdings, threatened against Holdings or any of its Subsidiaries relating to their respective businesses, (ii) to the Knowledge of Holdings, activity or proceeding by a labor union or representative thereof to organize any employees of Holdings or any of its Subsidiaries or (iii) lockout, strike, slowdown, work stoppage or, to the Knowledge of Holdings, threat thereof by or with respect to any such employees.

        (b)   To the Knowledge of Holdings, (i) Holdings and its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, (ii) no charges with respect to or relating to Holdings or its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other corresponding state agency, except for such charges as would not reasonably be expected to result in a Material Adverse Effect, and Holdings and its Subsidiaries have at all times been in material compliance with all federal and state Laws and regulations prohibiting discrimination in the workplace including, without limitation, Laws and regulations that prohibit discrimination and/or harassment on account of race, national origin, religion, gender, disability, age, workers compensation status or otherwise, except where the failure to be in such compliance would not reasonably be expected to result in a Material Adverse Effect, (iii) no federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws has notified Holdings that it intends to conduct an investigation with respect to or relating to Holdings and its Subsidiaries and no such investigation is in progress, except where such investigations would not reasonably be expected to result in a Material Adverse Effect, and (iv) except as would not reasonably be expected to result in a Material Adverse Effect, there are no lawsuits, complaints, controversies or other proceedings pending or, to the Knowledge of Holdings, any applicant for employment or classes of the foregoing alleging breach of any expense or implied contract or employment, any Law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

        (c)   As of the date hereof, within the last three years, Holdings and its Subsidiaries have not effectuated (i) a "plant closing" (as defined in The Worker Adjustment and Retraining Notification Act "WARN Act") affecting any site of employment or one or more facilities or operating units

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within any site of employment or facility of Holdings or any of its Subsidiaries, or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Holdings or any of its Subsidiaries; nor has Holdings or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law.

        3.16 Intellectual Property. Holdings and each of its Subsidiaries owns or has the right pursuant to a valid license to use all Intellectual Property (as defined below) that is material to the conduct of the business of Holdings and its Subsidiaries as now conducted without any conflict with the rights of others except where such conflict would not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Section 3.16 of the Holdings Disclosure Letter, to the Knowledge of Holdings, neither Holdings nor any of its Subsidiaries has interfered with, infringed upon, or misappropriated in any material respect any Intellectual Property rights of any entity or person and (b) neither Holdings nor any of its Subsidiaries has received from any entity or person in the past two years any written notice, charge, complaint, claim, or assertion thereof. To the Knowledge of Holdings, no entity or person has interfered with, infringed upon, or misappropriated any Intellectual Property rights of Holdings or its Subsidiaries. Holdings and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to protect their respective rights in confidential information and Intellectual Property. "Intellectual Property" means trademarks and service marks (whether registered or unregistered), trade names and designs, together with all goodwill related to the foregoing; patents (including any continuations, continuations in part, divisions, reissues, re-examinations, renewals and applications for any of the foregoing); copyrights (including any registrations and applications therefor and whether registered or unregistered); internet domain names; computer software; databases; works of authorship; mask works; technology; trade secrets and other confidential information; know-how; proprietary processes; formulae; algorithms; models; user interfaces; customer lists; inventions; discoveries; concepts; ideas; techniques; methods; source codes; object codes; methodologies; and, in respect of all of the foregoing, related confidential data or information.

        3.17 Material Contracts.

        (a)   Section 3.17 of the Holdings Disclosure Letter sets forth a complete and accurate list of all notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, agreements, contracts, commitments, arrangements, Permits, concessions, franchises, limited liability or partnership agreements or other instruments to which Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties, assets or business activities may be bound or restricted ("Contracts") (other than Leases set forth in Section 3.21 of the Holdings Disclosure Letter) of the following categories (collectively, and together with the Leases set forth in Section 3.21 of the Holdings Disclosure Letter, the "Material Contracts" and each a "Material Contract"):

        (i)    all Contracts requiring annual expenditures by or liabilities of any party thereto in excess of $1.0 million that have a remaining term in excess of 90 days or are not cancelable (without material penalty, cost or other liability) within 90 days;

        (ii)   all material broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which Holdings or any Subsidiary of Holdings is a party;

        (iii)  all Contracts and agreements relating to (a) any indebtedness, notes payable (including notes payable in connection with acquisitions), accrued interest payable or other obligations for borrowed money, whether current, short-term, or long-term, secured or unsecured, of Holdings or any of its Subsidiaries, (b) any purchase money indebtedness or earn-out or similar obligation in respect of purchases of property or assets by Holdings or any

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of its Subsidiaries, (c) any lease obligations of Holdings or any of its Subsidiaries under leases which are capital leases in accordance with GAAP, (d) any financing of Holdings or any of its Subsidiaries effected through "special purpose entities" or synthetic leases or project financing, (e) any obligations of Holdings or any of its Subsidiaries in respect of banker's acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables) or (f) any liability of Holdings or any of its Subsidiaries with respect to interest rate swaps, collars, caps and similar hedging obligations or any Liens upon any material properties or assets of Holdings or any Subsidiary of Holdings as security for such Indebtedness (provided, however, in the case of (a), (b) and (c) above, solely where such agreement represents indebtedness of Holdings or any of its Subsidiaries in excess of $1.0 million);

        (iv)  all Contracts and agreements that (a) limit the ability of Holdings and/or any Subsidiary or affiliate of, or successor to, Holdings, or, to the Knowledge of Holdings, Ron Sparks, Stewart Fisher, Jeffrey Farina, Gary Curtis or Thomas Lemker, to compete in any line of business or with any Person or in any geographic area or during any period of time, (b) require Holdings and/or any Subsidiary or affiliate of, or successor to, Holdings to use any supplier or third party for all or substantially all of its material requirements or needs, (c) limit or purport to limit the ability of Holdings and/or any Subsidiary or affiliate of, or successor to, Holdings to solicit any customers or clients of the other parties thereto, or (d) require Holdings and/or any Subsidiary or affiliate of, or successor to, Holdings to provide to the other parties thereto "most favored nations" pricing;

        (v)   all Contracts and agreements entered into by Holdings or any of its Subsidiaries and any other party providing for the acquisition by Holdings or such Subsidiary (including by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division thereof or any material amount of assets of such other party, in each case, identifying the maximum amounts, if any, that are still payable or potentially payable to any other party under such contracts and agreements pursuant to any post-closing adjustment to the purchase price (including under any "earn-out" or other similar provision);

        (vi)  all other Contracts, agreements, commitments, leases, licenses, instruments and/or obligations, whether or not made in the ordinary course of business, which are material to Holdings or any of its Subsidiaries or the conduct of their respective businesses;

        (vii) joint venture, alliance or partnership agreements or joint development or similar agreements with any Third Party under which Holdings has or may in the future have an obligation to invest or pay in excess of $1.0 million pursuant to the terms of any such agreement;

        (viii)     all licenses, sublicenses, consents, royalty and other agreements concerning Proprietary Rights or related rights which Proprietary Rights or related rights, as applicable, are material to the conduct of the business of Holdings or any of its Subsidiaries;

        (ix)  all employment, severance or termination contracts with current or former officers or directors of Holdings or any of its Subsidiaries, including, without limitation, change-in-control agreements;

        (x)   all Contracts pending for the acquisition or sale, directly or indirectly (by merger or otherwise), of assets (whether tangible or intangible) in excess of $1.0 million in market or book value with respect to any contract or the capital stock of another Person, in each case in an amount in excess of $1.0 million; or

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        (xi)  as of the date hereof, any other Contract the performance of which could be reasonably expected to require annual expenditures in any calendar year by Holdings or any of its Subsidiaries in excess of $250,000.

        (b)   True and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, together with all amendments, waivers and other changes thereto, have been delivered or made available to the DLJMB Buyers. As of the date hereof, each of the Material Contracts is a valid and binding obligation of Holdings and/or one or more of its Subsidiaries and, to the Knowledge of Holdings, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors' rights generally and by general principles of equity.

        (c)   Neither Holdings nor any of its Subsidiaries is, or has received any notice that any other party is, in breach, default or violation (each a "Default") (and no event has occurred or not occurred through Holdings' inaction or, to the Knowledge of Holdings, through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which Holdings or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults that would not reasonably be expected to have a Material Adverse Effect.

        (d)   Since December 31, 2003 (i) no material supplier or customer of Holdings or any of its Subsidiaries has cancelled or otherwise terminated its relationship with Holdings or any of its Subsidiaries, (ii) to the Knowledge of Holdings, no supplier or customer of Holdings or any of its Subsidiaries has provided notice to Holdings or any of its Subsidiaries of its intent either to terminate its relationship with Holdings or any of its Subsidiaries or to cancel or amend any material agreement with Holdings or any of its Subsidiaries, (iii) to the Knowledge of Holdings, none of the suppliers of Holdings or any of its Subsidiaries is unable to continue to supply the products or services supplied to Holdings or any of its Subsidiaries by such supplier and (iv) except as set forth in Section 3.17 of the Holdings Disclosure Letter, Holdings and its Subsidiaries have no direct or indirect ownership interest in any supplier or customer of Holdings or any of its Subsidiaries that is material to Holdings and its Subsidiaries taken as a whole.

        (e)   Holdings has delivered to the DLJMB Buyers all material correspondence that Holdings, any of its Subsidiaries, or any of their respective employees has had with Boston Scientific concerning its decision whether to elect to renew, terminate or renegotiate prior to the end of the term, any of the material terms of its contract with Venusa. To the Knowledge of Holdings, Boston Scientific has neither finalized negotiations, determined not to renew such contract nor agreed to any material change or modification to the terms of such contract.

        3.18 Undisclosed Liabilities. Since December 31, 2003, except for (a) items disclosed in Section 3.18 of the Holdings Disclosure Letter, (b) liabilities reflected in the audited Financial Statements for the fiscal year ended December 2003 previously provided to the DLJMB Buyers and (c) liabilities and obligations incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would not be material to Holdings and its Subsidiaries, taken as a whole, Holdings and its Subsidiaries have not incurred any liabilities of any kind (whether accrued, absolute, contingent or otherwise).

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        3.19 Litigation. All of the material actions, suits, claims, investigations, arbitrations or proceedings pending or, to the Knowledge of Holdings, threatened, as of the date hereof, against Holdings or any of its Subsidiaries or any of their respective assets or properties before any arbitrator or Governmental Entity are set forth in Section 3.19 of the Holdings Disclosure Letter. There is no action, suit, claim, investigation, arbitration or proceeding pending or, to the Knowledge of Holdings, threatened against Holdings or any of its Subsidiaries or any of their respective assets or properties before any arbitrator or Governmental Entity that would be reasonably expected to result in a Material Adverse Effect, and to the Knowledge of Holdings, there is no basis for any such action, suit, claim, investigation, arbitration or proceeding. None of Holdings, any of its Subsidiaries or any officer, director or employee of Holdings or any of its Subsidiaries has been permanently or temporarily enjoined by any order, judgment or decree of any court or any other Governmental Entity from engaging in or continuing any conduct or practice in connection with the business or assets of Holdings or any of its Subsidiaries nor, to the Knowledge of Holdings, is Holdings, any of its Subsidiaries or any executive officer or director of Holdings or any of its Subsidiaries under investigation by any Governmental Entity related to the conduct of Holdings' or any of its Subsidiaries' business. To the Knowledge of Holdings, there is not in existence any order, judgment or decree of any court or other tribunal or other agency that is applicable to Holdings or any of its Subsidiaries enjoining or requiring Holdings or any of its Subsidiaries to take any action of any kind with respect to its business, properties or assets.

        3.20 Insurance. Each of Holdings and its Subsidiaries maintains insurance coverage (the "Insurance Policies") with insurance companies or associations in such amounts, on such terms and covering such risks, including fire and other risks insured against by extended coverage, as is reasonably prudent, and have public liability insurance, insurance against claims for personal injury or death or property damage occurring in connection with any activities of Holdings or any of its Subsidiaries or any properties owned, occupied or controlled by Holdings or any of its Subsidiaries, in such amount as is reasonably prudent. Each Insurance Policy is in full force and effect and is valid, outstanding and enforceable, and all premiums due thereon have been paid in full, in each case without any exception other than those that would not be reasonably expected to have a Material Adverse Effect. None of the Insurance Policies will terminate or lapse (or be affected in any other materially adverse manner) by reason of the transactions contemplated by this Agreement, in each case without any exception other than those that would not be reasonably expected to have a Material Adverse Effect. Each of Holdings and its Subsidiaries has complied in all material respects with the provisions of each Insurance Policy under which it is the insured party. No insurer under any Insurance Policy has canceled or generally disclaimed liability under any such policy or, to the Knowledge of Holdings, indicated any intent to do so or not to renew any such policy, in each case without any exception other than those that would not be reasonably expected to have a Material Adverse Effect. All material claims under the Insurance Policies have been filed in a timely fashion. To the Knowledge of Holdings, since Holdings' formation, there have been no historical gaps in insurance coverage of Holdings or its Subsidiaries that presents a material risk to coverage under the Insurance Policies.

        3.21 Real Estate.

        (a)   Section 3.21(a) of the Holdings Disclosure Letter sets forth a true, correct and complete list of all real property owned by Holdings as of the date hereof (collectively, the "Owned Real Property"). Except as set forth on Section 3.21(a) of the Holdings Disclosure Letter, with respect to each such parcel of Owned Real Property, except for Permitted Encumbrances, (i) such parcel is free and clear of all Encumbrances except for any Encumbrances that would not be material to such parcel of Owned Real Property; (ii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding rights of first refusal or options to purchase such parcel.

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        (b)   Section 3.21(b) of the Holdings Disclosure Letter sets forth a true, correct and complete list of all Leases (as defined below). Except as would not have a Material Adverse Effect: (i) all of the leases, licenses, tenancies, subleases and all other occupancy agreements in which Holdings or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord ("Leases") (the leased and subleased space or parcel of real property thereunder being, collectively, the "Real Property") are in full force and effect and (ii) neither Holdings (or any of its Subsidiaries), nor to the Knowledge of Holdings, any other party to any such Lease, is in default under the Leases, and no event has occurred which, with notice or lapse of time, would constitute a default by Holdings (or any of its Subsidiaries) under the Leases. Neither Holdings nor any Subsidiary has assigned, mortgaged, deeded in trust or otherwise transferred or encumbered the Leases.

        3.22 Affiliate Transactions. Except as set forth in Section 3.22 of the Holdings Disclosure Letter, and except for employment agreements with officers of Holdings set forth in Section 3.17 of the Holdings Disclosure Letter, there are no Contracts with any (a) present or former officer or director of Holdings or any of its Subsidiaries or any of their immediate family members (including their spouses), (b) record or beneficial owner of more than 1% of any class of capital stock of the Company, or (c) person known by Holdings' executive officers to be an Affiliate of any such officer, director or beneficial owner.

        3.23 Disclosure. No representation or warranty of Holdings contained in this Agreement (including all schedules, exhibits and attachments hereto), and no statement contained in any document, list, certificate, or other instrument furnished or to be furnished by or on behalf of Holdings to the DLJMB Buyers or their representatives in connection with the Transactions, contains any untrue statement of a material fact, or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading or necessary in order fully and fairly to provide the information required to be provided in any such document, list, certificate, or other instrument. There is no fact or information relating to Holdings or any of its Subsidiaries that is known to Holdings that would reasonably be expected to have a Material Adverse Effect.

        3.24 Solvency. Immediately following the closing of the Transactions, Holdings and its Subsidiaries will be "Solvent", meaning that (i) the amount of the Present Fair Salable Value (as defined below) of Holdings' assets will, as of such date, exceed all of its liabilities, contingent or otherwise, as of such date, (ii) Holdings will not have, as of such date, an unreasonably small amount of capital for the business in which it is engaged or will be engaged and (iii) Holdings will be able to pay its debts as they become absolute and mature, taking into account the timing of and amounts of cash to be received by it and the timing of and amounts of cash to be payable on or in respect of its Indebtedness. "Present Fair Salable Value" means the amount that may be realized if the aggregate assets of the Holdings (including goodwill) are sold as an entirety with reasonable promptness in an arms-length transaction under present conditions for the sale of comparable business enterprises.

        3.25 Maryland Takeover Law. Pursuant to Article IX, Section (h) of its Second Articles of Amendment and Restatement, Holdings has properly elected not to be governed by Section 3-602 of subtitle 6 of Title 2 of the Maryland General Corporation Law. No other state anti-takeover laws or regulations apply or purport to apply to the Transaction Agreements and the transactions contemplated thereby.

        3.26 Indebtedness. (a) Immediately prior to the Closing, the amount of net Indebtedness (net of cash and excluding up to $150,000 in capital leases and as calculated on a pro forma basis for the payment of the 2002 and 2003 Venusa Earn-Out) ("Net Indebtedness") of Holdings on a consolidated basis does not exceed $149,700,000 and (b) after giving effect to the Transactions, the outstanding Indebtedness of Holdings on a consolidated basis shall consist solely of the Debt Financing and the capital leases in an amount not in excess of $150,000.

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        3.27 Working Capital; Holdings Distributions; Prepayment Penalties; Transaction Expenses. (i) the sum of (a) Working Capital of Holdings on a consolidated basis immediately prior to the Closing and (b) the amount, if any, by which $149,700,000 exceeds Net Indebtedness immediately prior to the Closing, is no less than $37,100,000, (ii) the amount of the Holdings Distributions is $41,115,861, (iii) the pre-payment penalties paid or payable by Holdings or its Subsidiaries in connection with the Refinancing is $4,327,158 and (iv) the Transaction Expenses are no more than $29,800,000.

ARTICLE IV
Representations and Warranties of The DLJMB Buyers

        Each of the DLJMB Buyers, severally and not jointly, hereby makes the following representations and warranties to Holdings, each of which is true and correct as of the date hereof and shall be true and correct as of the Closing Date:

        4.1   Existence and Good Standing. Each of the DLJMB Buyers is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

        4.2   Authorization, Validity and Effect of Agreements. Each of the DLJMB Buyers has the requisite corporate power and authority to execute and deliver the Transaction Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Agreements by each of the DLJMB Buyers and the consummation of the transactions contemplated thereby has been duly and validly authorized by all necessary action on the part of the DLJMB Buyers. The Transaction Agreements have been duly and validly executed and delivered by each of the DLJMB Buyers and, assuming the Transaction Agreements each constitute a valid and binding obligation of Holdings and Parent, will constitute the legal, valid and binding obligation of each of the DLJMB Buyers, enforceable in accordance with their respective terms.

        4.3   No Violation. No consent, approval, action, order, notification or authorization of, license, permit or waiver by or declaration, filing or registration with any Governmental Entity, including under the Laws of any foreign jurisdiction, other than the filing required under the HSR Act and Foreign Antitrust Laws, is required to be obtained or made by or in respect of the DLJMB Buyers in connection with the execution and delivery of the Transaction Agreements by each DLJMB Buyer, the performance by each DLJMB Buyer of its obligations hereunder, or the consummation of the transactions contemplated hereby. Neither the execution and delivery by the DLJMB Buyers of the Transaction Agreements nor the consummation by the DLJMB Buyers of the transactions contemplated thereby will: (a) violate, conflict with or result in a breach of any provisions of the organizational documents of any of the DLJMB Buyers, or (b) violate any Laws applicable to the DLJMB Buyers.

        4.4   Brokers. The DLJMB Buyers have not retained, authorized to act on behalf of the DLJMB Buyers or entered into any contract, arrangement or understanding with any person or firm that may result in the obligation of the DLJMB Buyers to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the transactions contemplated hereby.

        4.5   Securities Law Matters. The DLJMB Buyers are acquiring the Class A-8 Securities for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. The DLJMB Buyers (either alone or together with its advisors) have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Class A-8 Securities and are capable of bearing the economic risks of such investment. The DLJMB Buyers are each an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. Each DLJMB Buyer understands and acknowledges that the Class A-8 Securities have not been registered under the Securities Act, or the securities Laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the

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registration requirements of the Securities Act and any applicable securities Laws of any state or foreign jurisdiction.

ARTICLE V
Closing Deliveries

        5.1   Items to Be Delivered by Holdings. At the Closing, Holdings shall deliver to the DLJMB Buyers:

        (i)    Class A-8 Warrants. The Class A-8 Warrants duly executed by the appropriate officers of Holdings.

        (ii)   Class A-8 Stock Certificates. One or more validly issued certificates representing the Class A-8 Stock duly executed by the appropriate officers of Holdings.

        (iii)  DLJMB Buyers Fees. Payment of any and all fees and expenses payable pursuant to Section 7.6 herein.

        (iv)  Registration Rights Agreement. The Registration Rights Agreement in the form attached hereto as Exhibit B, duly approved by the necessary majority in interest of the parties thereto other than the DLJMB Buyers.

        (v)   Shareholders Agreement. The Shareholders Agreement in the form attached hereto as Exhibit C, duly approved by the necessary majority in interest of the parties thereto other than the DLJMB Buyers.

        (vi)  Charter. The Third Articles of Amendment and Restatement in the form attached hereto as Exhibit A, duly filed at the office of the Secretary of State of the State of Maryland prior to the date hereof.

        (vii) Board of Directors. Evidence that the designees of the DLJMB Buyers have been duly nominated and elected to the Board of Directors in accordance with the terms of the Shareholders Agreement.

        (viii)     DLJMB Buyers Monitoring and Transaction Fee Agreement. A letter agreement (the "Monitoring Agreement") in the form attached hereto as Exhibit D, duly executed by the appropriate officers of Holdings.

        (ix)  Solvency Certificate. A certificate, in the form attached hereto as Exhibit E, dated as of the Closing Date, duly executed by the chief financial officer of Holdings certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent (as defined in Section 3.24 hereof).

        (x)   Legal Opinion. A legal opinion, in the form attached hereto as Exhibit F, from Hogan & Hartson LLP, special counsel to Holdings and its Subsidiaries.

        (xi)  Other Documents. Such other agreements or documents relating to the Transactions as the DLJMB Buyers or its counsel may reasonably request.

        5.2   Items to Be Delivered by the DLJMB Buyers. At the Closing, the DLJMB Buyers shall deliver to Holdings:

        (i)    Registration Rights Joinder. A joinder to the Registration Rights Agreement duly executed by the DLJMB Buyers.

        (ii)   Shareholder Agreement Joinder. A joinder to the Shareholder's Agreement duly executed by the DLJMB Buyers.

        (iii)  Monitoring Agreement. The Monitoring Agreement duly executed by the DLJMB Buyers.

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        (iv)  Purchase Price. The Purchase Price in immediately available funds by wire transfer to an account specified by Holdings.

        (v)   Other Documents. Such other agreements or documents relating to the Transactions as Holdings or its counsel may reasonably request.

ARTICLE VI
Survival and Indemnification

        6.1   Survival of Representations and Warranties. The representations and warranties of the parties contained in Articles III and IV of this Agreement shall survive the Closing through and including March 31, 2006; provided, that the representations and warranties of Holdings set forth in 3.22, 3.24, 3.25 and 3.27(ii) shall survive the Closing through and including June 30, 2007; provided, further, that the representations and warranties of Holdings set forth in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.10, and 3.12, and the representations and warranties of the DLJMB Buyers set forth in Sections 4.1, 4.2, 4.4 and 4.5 shall survive the Closing until ninety (90) days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof (in each case, the "Survival Period"); provided, however, that any obligations to indemnify and hold harmless shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 6.3(a) before the termination of the applicable Survival Period. Notwithstanding the foregoing, the Survival Period shall immediately terminate upon the closing of an initial public offering of Holdings or its successor in interest.

        6.2   Indemnification.

        (a)   Subject to this Article VI, Holdings hereby agrees to indemnify and hold the DLJMB Buyers, and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the "DLJMB Buyer Indemnified Parties") harmless from and against:

        (i)    any and all losses, liabilities, obligations, damages, costs and expenses (individually, a "Loss" and, collectively, "Losses") based upon, attributable to or resulting from any breach of the representations and warranties made by Holdings set forth in this Agreement, to be true and correct in all respects at the date hereof and at the Closing Date; provided, however, that with respect to any claim relating to a diminution of the value of Holdings or any of its Subsidiaries, the parties hereto agree that all relevant factors should be considered by a court of competent jurisdiction, including, without limitation, the ownership percentage interest of the DLJMB Buyers in Holdings, in determining the amount of any Loss (other than expenses) of a DLJMB Buyer Indemnified Party;

        (ii)   any and all Losses based upon, attributable to or resulting from any breach of the covenants or agreements made by Holdings set forth in this Agreement;

        (iii)  any and all Losses as a result of or arising out of or related to a claim, action, suit or proceeding made or brought by any shareholder of, or any person who is asserting a right to acquire an ownership interest in, Holdings or any Subsidiary, with respect to the Transactions (including those resulting from any DLJMB Buyer Indemnified Parties' ordinary negligence), provided, however, that the foregoing will not apply with respect to any losses of a DLJMB Buyer Indemnified Party to the extent found by a final decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of, or a breach of this Agreement caused by, such DLJMB Buyer Indemnified Party; and

        (iv)  any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys' and other

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professionals' fees and disbursements (collectively, "Expenses") incident to any and all Losses with respect to which indemnification is provided hereunder;

provided, however, that in no event shall "Loss" or "Losses" include consequential, incidental, special, punitive or exemplary damages.

        (b)   Subject to this Article VI, the DLJMB Buyers hereby agree, severally and not jointly, to indemnify and hold Holdings and their respective Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the "Holdings Indemnified Parties") harmless from and against:

        (i)    any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of the DLJMB Buyers set forth in this Agreement, to be true and correct at the date hereof and at the Closing Date;

        (ii)   any and all Losses based upon, attributable to or resulting from any breach of the covenants or agreements made by the DLJMB Buyers set forth in this Agreement; and

        (iii)  any and all Expenses incident to any and all Losses with respect to which indemnification is provided hereunder.

        6.3   Indemnification Procedures.

        In the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any Person in respect of which payment may be sought under Section 6.2 hereof (regardless of the limitations set forth in Section 6.4) ("Indemnification Claim"), the indemnified party shall promptly cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder; provided that the indemnifying party shall have acknowledged in writing to the indemnified party its unqualified obligation to indemnify the indemnified party as provided hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, it shall within five (5) days (or sooner, if the nature of the Indemnification Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the indemnified party defends any Indemnification Claim, then the indemnifying party shall reimburse the indemnified party for the Expenses of defending such Indemnification Claim upon submission of periodic bills. Upon the indemnifying party's request, the indemnified party shall provide such documentation as may be reasonably necessary to substantiate such bills. If the indemnifying party shall assume the defense of any Indemnification Claim, the indemnified party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification

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Claim. Notwithstanding anything in this Section 6.3 to the contrary, neither the indemnifying party nor the indemnified party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages, coupled with an unqualified release as described in the preceding sentence, is made by the applicable third party claimant, and the indemnifying party notifies the indemnified party in writing of the indemnifying party's willingness to accept the settlement offer and, subject to the applicable limitations of Section 6.4, pay the amount called for by such offer, and the indemnified party declines to accept such offer, the indemnified party, at its sole expense, may continue to contest such Indemnification Claim, free of any participation by the indemnifying party, and the amount of any ultimate liability with respect to such Indemnification Claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the indemnified party declined to accept plus the Losses of the indemnified party relating to such Indemnification Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the indemnified party with respect to such Indemnification Claim. If the indemnifying party makes any payment on any Indemnification Claim, the indemnifying party shall be subrogated, to the extent of such payment, to all rights and remedies of the indemnified party to any insurance benefits or other claims of the indemnified party with respect to such Indemnification Claim.

        After any final decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice.

        The failure of the indemnified party to give reasonably prompt notice of any Indemnification Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

        6.4   Limitations on Indemnification for Breaches of Representations and Warranties.

        (a)   An indemnifying party shall not have any liability under Section 6.2(a)(i) or Section 6.2(b)(i) hereof unless (a) the amount of such party's Losses and Expenses in connection with a single claim exceeds $100,000 (the "Deductible"), and (b) the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder (other than those that do not exceed the Deductible) based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.10, 3.12, 3.22, 3.24, 3.25 and 3.27(ii) and 4.1, 4.2, 4.4 and 4.5 hereof, exceeds $3,000,000 (the "Basket") and, in such event, the indemnifying party shall be required to pay the entire amount of all such Losses and Expenses.

        (b)   Neither Holdings nor the DLJMB Buyers shall be required to indemnify any Person under Section 6.2(a)(i) or 6.2(b)(i) for an aggregate amount of Losses exceeding 25% of the Purchase Price (the "Cap") in connection with Losses related to the breach of any representation and warranty of Holdings or the DLJMB Buyers in Articles III and IV, respectively, other than for the breach of any representation or warranty contained in Sections 3.1, 3.2, 3.4, 3.5, 3.7, 3.10, 3.12, 3.22, 3.25 and 3.27(ii) or 4.1, 4.2, 4.4 and 4.5 of this Agreement, as the case may be.

26

        (c)   The sole recourse and remedy of each Holdings Indemnified Party for any Losses for which such Holdings Indemnified Party is entitled to indemnification pursuant to this Article VI (other than claims of, or actions arising from, fraud or intentional misrepresentation) shall be under the provisions of and to the extent provided in this Article VI. The sole recourse and remedy of each DLJMB Buyer Indemnified Party for any Losses for which such DLJMB Buyer Indemnified Party is entitled to indemnification pursuant to this Article VI (other than claims of, or actions arising from, fraud or intentional misrepresentation) shall be under the provisions of and to the extent provided in this Article VI.

        For purposes of calculating Losses hereunder and for determining whether there has been a breach of a representation or warranty (solely for the purpose of determining whether a DLJMB Buyer Indemnified Party is entitled to indemnification pursuant to Section 6.2(a)(i)), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be ignored.

        6.5   Tax Treatment of Indemnity Payments. Holdings and the DLJMB Buyers agree to treat any indemnity payment made pursuant to this Article VI as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VI (including, without limitation, this Section 6.5) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes actually incurred by reason of the receipt of such payment and any Expenses actually incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

ARTICLE VII
Miscellaneous

        7.1   Amendments. This Agreement may be amended, modified, or supplemented only pursuant to a written instrument making specific reference to this Agreement and signed by each of the parties hereto.

        7.2   Assignment. This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other party hereto; provided, however, that the DLJMB Buyers may, without obtaining the prior written consent of Holdings, assign, delegate, or otherwise transfer its rights and obligations hereunder to any Affiliate of the DLJMB Buyers. Holdings shall execute such acknowledgements of such assignments in such forms as the DLJMB Buyers or any such institutional lender may from time to time reasonably request. Any attempted assignment, delegation, or transfer in violation of this Section 7.2 shall be void and of no force or effect.

        7.3   Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

        7.4   Counterparts; Facsimile. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted and executed by facsimile, and or electronically in a .pdf file format, and such facsimile or electronically transmitted signatures shall constitute original signatures for all applicable purposes.

        7.5   Entire Agreement. This Agreement (including the schedules and exhibits attached hereto) and the Transaction Agreements constitute the entire agreement of the parties hereto in respect of the

27

subject matter hereof and thereof, and supersede all prior agreements or understandings, among the parties hereto in respect of the subject matter hereof and thereof, including the Commitment Letter; provided that the provisions of that certain Letter Agreement, dated April 27, 2004, relating to the contingent payment shall continue in full force and effect and the parties thereto agree to enter into definitive documentation solely to the extent as described in the first sentence of paragraph (A)(5) thereof within 15 days of the date hereof.

        7.6   Fees and Expenses. Holdings will pay and save the DLJMB Buyers harmless against any liability for all reasonable out-of-pocket expenses of the DLJMB Buyers for attorneys, accountants and other professional services required in conjunction with (i) the due diligence process involved in evaluating the status of the affairs of Holdings and Target, (ii) the negotiation, documentation and closing of the transactions contemplated hereby, and (iii) all related transaction costs. Prior to or in connection with the Closing, the DLJMB Buyers shall have received final payment of any outstanding amounts due to the DLJMB Buyers including, without limitation (i) all fees due under the Monitoring Agreement and (ii) all reimbursable out-of-pocket fees and expenses as described in this Section 7.6.

        7.7   Venusa Payments. With respect to any and all payments due under the Venusa Earn-Out based on fiscal year 2004 operating results, Holdings will not make any such payment in excess of $1,500,000 in cash without the consent of the DLJMB Buyers, such consent not to be unreasonably withheld; provided, however, that it shall not be deemed unreasonable for the DLJMB Buyers to withhold such consent if any such proposed excess cash payment would result in a material reduction in the economic value of its investment vis-à-vis the alternative of satisfying the corresponding Venusa earn-out obligations by issuing additional capital stock.

        7.8   Further Assurances. At and from time to time after the Closing, at the request of any party hereto, the other party shall execute and deliver such additional certificates, instruments, and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

        7.9   Public Announcements. Holdings and the DLJMB Buyers will consult with each other and will mutually agree (the agreement of each party not to be unreasonably withheld) upon the content and timing of any press release or other public statement in respect of the Transactions and shall not issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by applicable Law; provided, however, that Holdings and the DLJMB Buyers will give prior notice to the other party of the content and timing of any such press release or other public statement.

        7.10 Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts executed and performable solely in such state.

        7.11 Jurisdiction. Except as otherwise expressly provided in this Agreement, the parties hereto agree that any action, suit, or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to, this Agreement or the transactions contemplated hereby can only be brought in federal court sitting in the Southern District of New York or, if such court does not have jurisdiction, any district court sitting in the Borough of Manhattan, New York County, New York, and each of the parties hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum.

        7.12 Headings. The article and section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.

28

        7.13 Notices. Any notice, demand, request, instruction, correspondence, or other document required or permitted to be given hereunder by any party to the other shall be in writing and delivered (i) in person, (ii) by a nationally recognized overnight courier service requiring acknowledgment of receipt of delivery, (iii) by United States certified mail, postage prepaid and return receipt requested, or (iv) by facsimile, as follows:

If to Holdings, to:

UTI Corporation
200 West 7th Avenue
Collegeville, PA 19426-0992
Attention: Ron Sparks, President & CEO
Facsimile No.: (610) 489-1150

with a copy to (which shall not constitute notice):

Hogan & Hartson LLP
One Tabor Center
Denver, CO 80202
Attention: Christopher J. Walsh
Facsimile No.: (303) 899-7333

If to The DLJMB Buyers, to:

DLJ Merchant Banking III, Inc.
Eleven Madison Avenue
New York, New York 10010
Attention: Andrew Rush
Facsimile: (212) 538-0413

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Douglas Warner, Esq.
Facsimile No.: 212-310-8007

        Notice shall be deemed given, received, and effective on: (i) if given by personal delivery or courier service, the date of actual receipt by the receiving party, or if delivery is refused on the date delivery was first attempted; (ii) if given by certified mail, the third day after being so mailed if posted with the United States Postal Service; and (iii) if given by facsimile, the date on which the facsimile is transmitted if confirmed by transmission report during the transmitter's normal business hours, or at the beginning of the next business day after transmission if confirmed at any time other than the transmitter's normal business hours. Any person entitled to notice may change any address or facsimile number to which notice is to be given to it by giving notice of such change of address or facsimile number as provided in this Section 7.13. The inability to deliver notice because of changed address or facsimile number of which no notice was given shall be deemed to be receipt of the notice as of the date such attempt was first made.

        7.14 No Recourse. (a) Notwithstanding that certain of the DLJMB Buyers and KRG Capital Partners, LLC may be partnerships or limited liability companies, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any officer, agent or employee of any DLJMB Buyer or KRG Capital Partners, LLC, any direct or indirect holder of any equity interests or securities of any DLJMB Buyer or KRG Capital Partners, LLC (whether such holder is a limited or general partner, member, stockholder or otherwise), any affiliate of any DLJMB Buyer

29

or KRG Capital Partners, LLC (other than Holdings and Parent), or any direct or indirect director, officer, employee, partner, affiliate, member, controlling person, attorney or representative of any of the foregoing (any such person or entity, a "Related Person"), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any Related Person under this Agreement or any documents or instruments delivered in connection herewith or with the Transaction for any claim based on, in respect of or by reason of such obligations or by their creation.

        7.15 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held (by a court of competent jurisdiction) to be invalid, illegal, or unenforceable under the applicable Law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement.

        7.16 Third-Party Beneficiaries. Except as expressly provided in Article VI, nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any Person other than the parties hereto and their respective permitted assigns any rights or remedies under of by reason of this Agreement or the transactions contemplated hereby.

        7.17 Waiver. No delay, forbearance, or neglect by any party, whether in one or more instances, in the exercise or any right, power, privilege, or remedy hereunder or in the enforcement of any term or condition of this Agreement shall constitute or be construed as a waiver thereof. No waiver of any provision hereof, or consent required hereunder, or any consent or departure from this Agreement, shall be valid or binding unless expressly and affirmatively made in writing and duly executed by the party to be charged with such waiver. No waiver shall constitute or be construed as a continuing waiver or a waiver in respect of any subsequent breach or Default, either of similar or different nature, unless expressly so stated in such writing.

* * * * *

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

30

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

UTI Corporation
/s/  RON SPARKS Name:  Ron Sparks Title:    CEO
THE DLJMB BUYERS:
DLJ Merchant Banking Partners III, L.P.
By:	DLJ Merchant Banking III, Inc. Managing General Partner
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director
DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III-1, C.V. and as attorney-in-fact for DLJ Merchant Banking III, L.P., as Associate General Partner of DLJ Offshore Partners III-1, C.V.
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director
DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III-2, C.V. and as attorney-in-fact for DLJ Merchant Banking III, L.P., as Associate General Partner of DLJ Offshore Partners III-2, C.V.
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director

31

DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III, C.V.
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director
DLJ MB PartnersIII GmbH & Co. KG
By:	DLJ Merchant Banking III, L.P. Managing Limited Partner
By:	DLJ Merchant Banking III, Inc. General Partner
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director
Millennium Partners II, L.P.
By:	DLJ Merchant Banking III, Inc. Managing General Partner
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director
MBP III Plan Investors, L.P.
By:	DLJ LBO Plans Management Corporation Managing General Partner
/s/  DANIEL PULVER Name:  Daniel Pulver Title:    Director

32

SCHEDULE I
DLJMB BUYERS

		Purchase Price		Class A-8 Shares	Fractional Interest
DLJ Merchant Banking Partners III, L.P.		$	71,176,140.35	5,996,305	79.222	%
DLJ Offshore Partners III, C.V.		$	4,899,579.90	412,770	5.453	%
DLJ Offshore Partners III-1, C.V.		$	1,257,424.71	105,933	1.400	%
DLJ Offshore Partners III-2, C.V.		$	895,686.46	75,458	0.997	%
DLJ MB PartnersIII GmbH & Co. KG		$	594,259.68	50,064	0.661	%
Millennium Partners II, L.P.		$	403,959.84	34,032	0.450	%
MBP III Plan Investors, L.P.		$	10,616,741.66	894,418	11.817	%
	Total	$	89,843,792.60	7,568,980	100.000	%

TABLE OF CONTENTS

			Page
Article I		Definitions	1
	1.1	Certain Definitions	1
	1.2	Construction	5
Article II		Purchase and Sale of Securities	5
	2.1	Purchase and Sale of Securities	5
	2.2	Closing Date	6
	2.3	Proceedings at Closing	6
Article III		Representations and Warranties of Holdings	6
	3.1	Existence; Good Standing; Corporate Authority	6
	3.2	Authorization, Validity and Effect of Agreements	6
	3.3	Compliance with Laws	7
	3.4	Capitalization	7
	3.5	Subsidiaries	8
	3.6	No Violation	9
	3.7	Valid Offering	9
	3.8	Financial Statements	10
	3.9	Absence of Certain Changes	10
	3.10	Taxes	10
	3.11	Employee Benefits	12
	3.12	Brokers	14
	3.13	Licenses and Permits	14
	3.14	Environmental Compliance and Disclosure	14
	3.15	Labor and Employment Matters	16
	3.16	Intellectual Property	17
	3.17	Material Contracts	17
	3.18	Undisclosed Liabilities	19
	3.19	Litigation	20
	3.20	Insurance	20
	3.21	Real Estate	20
	3.22	Affiliate Transactions	21
	3.23	Disclosure	21
	3.24	Solvency	21
	3.25	Maryland Takeover Law	21
	3.26	Indebtedness	21
	3.27	Working Capital; Holdings Distributions; Prepayment Penalties; Transaction Expenses	22
Article IV		Representations and Warranties of The DLJMB Buyers	22
	4.1	Existence and Good Standing	22
	4.2	Authorization, Validity and Effect of Agreements	22
	4.3	No Violation	22
	4.4	Brokers	22
	4.5	Securities Law Matters	22
Article V		Closing Deliveries	23
	5.1	Items to Be Delivered by Holdings	23
	5.2	Items to Be Delivered by the DLJMB Buyers	23
Article VI		Survival and Indemnification	24
	6.1	Survival of Representations and Warranties	24
	6.2	Indemnification	24
	6.3	Indemnification Procedures	25
	6.4	Limitations on Indemnification for Breaches of Representations and Warranties	26

	6.5	Tax Treatment of Indemnity Payments	27
Article VII		Miscellaneous	27
	7.1	Amendments	27
	7.2	Assignment	27
	7.3	Binding Effect	27
	7.4	Counterparts; Facsimile	27
	7.5	Entire Agreement	27
	7.6	Fees and Expenses	28
	7.7	Venusa Payments	28
	7.8	Further Assurances	28
	7.9	Public Announcements	28
	7.10	Governing Law	28
	7.11	Jurisdiction	28
	7.12	Headings	28
	7.13	Notices	29
	7.14	No Recourse	29
	7.15	Severability	30
	7.16	Third-Party Beneficiaries	30
	7.17	Waiver	30

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SUBSCRIPTION AGREEMENT

EX-3.1

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Exhibit 3.1

ARTICLES OF INCORPORATION
OF
MDMI NEWCO, INC.

        The undersigned (who, if a natural person, is eighteen years of age or older), acting as incorporator, hereby adopts the following articles of incorporation pursuant to the laws of Colorado:

ARTICLE I
NAME

        The name of the corporation is MDMI Newco, Inc. (the "Company").

ARTICLE II
OFFICES

        (a)   Registered Office and Agent. The address of the initial registered office of the Company is 1515 Arapahoe Street, Tower One, Suite 1500, Denver, Colorado 80202. The name of its initial registered agent at such address is Steve Neumann. The written consent of the initial registered agent to his appointment as such is set forth below.

        (b)   Principal Office. The address of the initial principal office of the Company is 5000 Independence Street, Arvada, Colorado 80002.

ARTICLE III
PURPOSE AND DURATION

        The nature, objects and purposes of the business to be transacted shall be to engage in all lawful business for which corporations may be incorporated pursuant to the laws of Colorado. The Company shall have perpetual existence.

ARTICLE IV
AUTHORIZED CAPITAL

        The Company is authorized to issue a total of one thousand (1,000) shares of common stock, par value $.01 per share.

ARTICLE VI
PREEMPTIVE RIGHTS

        Except as may be set forth in a voting or shareholders' agreement between the Company and certain shareholders duly authorized and approved by the Board, no shareholder of the Company shall have any preemptive or other right to subscribe for or otherwise acquire any additional unissued shares of capital stock of the Company, or other securities of any class, or rights, warrants or options to purchase stock or scrip, or securities of any kind convertible into stock or carrying stock purchase warrants or privileges.

ARTICLE VI
BOARD OF DIRECTORS

        The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of directors. The number of directors shall be fixed and may be altered from time to time as provided in the bylaws of the Company. The initial Board shall consist of ten (10) or less persons, each of whom shall serve until the first annual meeting of shareholders and until each such director's respective successor is duly elected and qualified, or until such director's earlier resignation or removal.

ARTICLE VII
LIMITATION ON DIRECTOR LIABILITY

        To the fullest extent permitted by the laws of Colorado, as the same exist or may hereafter be amended, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the Company under this Article, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article, prior to such repeal or modification.

ARTICLE VIII
BYLAWS

        The initial bylaws of the Company shall be adopted by the Board. Thereafter, the bylaws may be amended or repealed by the Board, except as otherwise provided in the Act. The shareholders may amend or repeal other provisions of the bylaws even though such provisions may also be amended or repealed by the Board.

ARTICLE IX
INCORPORATOR

        The name and address of the incorporator are:

Linda L. Finley
One Tabor Center
1200 17th Street, Suite 1500
Denver, Colorado 80202

        Dated: May 22, 2000

By:	/s/  LINDA L. FINLEY
Name: Linda L. Finley
Incorporator

CONSENT OF REGISTERED AGENT

        The undersigned hereby consents to the appointment as the initial registered agent of the Company.

/s/  STEVEN D. NEUMANN Steven D. Neumann, Registered Agent

MUST BE TYPED	Mail to: Secretary of State	For office use only
FILING FEE: $25.00	Corporations Section
MUST SUBMIT TWO COPIES	1560 Broadway, Suite 200
	Denver, CO 80202
Please include a typed	(303) 894-2251
self-addressed envelope	Fax (303) 894-2242

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MDMI Newco,  Inc.                                                             

SECOND: The following amendment to the Articles of Incorporation was adopted on May 31, 2000                        ,

                                     as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

        The name of the corporation is changed to Medical Device Manufacturing, Inc., d/b/a Rivo Technologies

o

No shares have been issued or Directors Elected—Action by Incorporators

o

No shares have been issued but Directors Elected—Action by Directors

ý

Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.

o

Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

THIRD: If changing the corporate name, the new name of the corporation is Medical Device Manufacturing, Inc.

FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that date:

(Not to exceed ninety (90) days from the date of filing)

/s/  STEVEN D. NEUMANN Signature    Steven D. Neumann
Title    Vice President & Assistant Secretary

	Mail to: Secretary of State	For office use only
	Corporations Section
Please include a typed	1560 Broadway, Suite 200
self-addressed envelope	Denver, CO 80202
	(303) 894-2251
MUST BE TYPED	Fax (303) 894-2242
FILING FEE: $10.00 MUST SUBMIT TWO COPIES

CERTIFICATE OF
ASSUMED OR TRADE NAME

Medical Device Manufacturing,  Inc.                                                             , a corporation, limited partnership or limited liability company under the laws of Colorado being desirous of transacting a portion of its business under an assumed or trade name as permitted by 7-71-101, Colorado Revised Statutes, hereby certifies:

1.

The location of its principal office is: 5000 Independence Street, Arvada, CO 80002                                        

2.

The name, other than its own, under which the business is carried on is: Rivo Technologies                                                                                                                          

3.

A brief description of the kind of business transacted under such assumed or trade name is:

        All lawful business for which corporations may be incorporated pursuant to the laws of Colorado.

Limited Partnership or Limited Liability Companies complete this section.	Corporations complete this section
	Medical Device Manufacturing, Inc.
Name of Entity	Name of Corporation

By
By
/s/  SEVEN D. NEUMANN

Signature Title, General Partner, or Manager Signature Steven D. Neumann, Vice President & Assistant Secretary

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH
Form 150 Revised July 1, 2002
Filing fee: $5.00
Deliver 3* copies to: Colorado Secretary of State.
Business Division, 1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us ABOVE SPACE FOR OFFICE USE ONLY

Pursuant to Title 7, Colorado Revised Statutes (C.R.S.), the individual named below causes the following statement to be delivered to the Colorado Secretary of State for filing:

1. The name of the entity is: Medical Device Manufacturing, Inc.                        

(must be exactly as shown on the records of the Secretary of State)

organized under the laws of Colorado                                 (state or country of origin)

2. If above entity is foreign, the assumed entity name, if any, currently using in Colorado:                                                                                                                                                                                                                                                                           

3. The street address of its current registered office (according to the existing records of the Secretary of State) is: 1515 Arapahoe Street, Suite 1500 Tower One, Denver, CO 80202                                                                                                                                                                                                                                                     

4. If the registered office address is to be changed, the street address of the new registered office is: 1675 Broadway Suite 1200 Denver, CO 80202                                                                                                                                                                                                                                      
(must be a street or other physical address in Colorado) If mail is undeliverable to this address, ALSO include a post office box address:

5. The name of its current registered agent (according to the existing records of the Secretary of State) is:
Steve Neumann                                                             

6. If the registered agent is to be changed, the name of the new registered agent is:
The Corporation Company                                                             

7. If the registered agent is changing the street address of the registered agent's business address, notice of the change has been given to the above named entity.

8. The street addresses of its registered office and of the business office of its registered agent, as changed, will be identical.

9. (Optional) Address of its principal place of business is: 5000 Independence Road, Arvada CO 80002                     and if changed, the new address of its principal place of business is: 200 W. 7th Avenue, Collegeville, PA 19426                                                   

10. The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are: Trina Zimmerman, Hogan & Hartson 1200 17th Street, Suite 1500 Denver, CO 80202                                    

*NOTE: If this document is changing the registered office or registered agent, the Secretary of State must deliver a copy of the document (1) to the registered office as last designated before the change and (2) to the principal office of the entity.

Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

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Exhibit 3.1

ARTICLES OF INCORPORATION OF MDMI NEWCO, INC.
ARTICLE I NAME
ARTICLE II OFFICES
ARTICLE III PURPOSE AND DURATION
ARTICLE IV AUTHORIZED CAPITAL
ARTICLE VI PREEMPTIVE RIGHTS
ARTICLE VI BOARD OF DIRECTORS
ARTICLE VII LIMITATION ON DIRECTOR LIABILITY
ARTICLE VIII BYLAWS
ARTICLE IX INCORPORATOR
CONSENT OF REGISTERED AGENT
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
CERTIFICATE OF ASSUMED OR TRADE NAME

EX-3.2

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Exhibit 3.2

BYLAWS

OF

MDMI NEWCO, INC.

ARTICLE I
SHAREHOLDERS

        1.01    Annual Meeting.    The corporation shall hold an annual meeting of the shareholders each year during the month of April on a date and at such time and place as designated by the board of directors (or by the president in the absence of the board of directors), commencing with the year 2000, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the annual meeting shall not be held on the day designated as provided herein or at any adjournment thereof, the board of directors shall cause such meeting to be held as soon thereafter as convenient.

        1.02    Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, may be called by the president or by the board of directors. The corporation shall also hold a special meeting of the shareholders in the event it receives one or more written demands for the meeting stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Special meetings shall be held at the principal office of the corporation or at such other place as the board of directors or president may determine.

        1.03    Notice of Meeting.    Except as otherwise required by law, the articles of incorporation or these bylaws, notice of each meeting of shareholders stating the date, time and place of the meeting shall be given (and shall be effective), in accordance with Section 6.03, to each shareholder of record entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting, except that if the authorized capital stock is to be increased, at least thirty days notice shall be given. Notice of each meeting and, if required by law, of each annual meeting of shareholders shall include a description of the purpose or purposes for which the meeting is called. If a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting at which the adjournment is taken. If after the adjournment a new record date is or must be fixed under Section 1.05 for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled thereto as of the new record date.

        1.04    Waiver of Notice.    A shareholder may waive any notice required by law, the articles of incorporation or these bylaws before, at or after the date or time stated in the notice as the date or time when any action will occur or has occurred. Any such waiver must be in writing, signed by the shareholder entitled thereto and delivered to the corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions to its effectiveness. By attending a meeting, a shareholder (a) waives objection to lack of notice or defective notice of such meeting unless the shareholder, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting because of lack of notice or defective notice, and (b) waives objection to consideration at such meeting of a particular matter not within the purpose or purposes described in the notice of such meeting unless, when the matter is presented for consideration, the shareholder objects to its consideration.

        1.05    Record Date.    In order to make a determination of shareholders entitled to notice of or to vote at any meeting of shareholders, entitled to demand a special meeting of shareholders pursuant to Section 1.02, entitled to take any other action, entitled to receive a distribution or payment of a share dividend, or for any other purpose, the board of directors may fix a future date as the record date for any such determination of shareholders, except that the record date for determining shareholders entitled to take action without a meeting pursuant to Section 1.12 shall be determined as provided in

such Section. A record date fixed under this Section shall be not more than seventy and, in the case of a meeting of shareholders, not less than ten (thirty if the authorized stock is to be increased) days before the meeting or action requiring the determination of shareholders. Unless otherwise specified when the record date is fixed, any such determination of shareholders shall be made as of the corporation's close of business on the record date.

        If a record date is not otherwise fixed under this Section, the record date shall be (a) for the determination of shareholders entitled to notice of or to vote at a meeting, the day before the first notice of the meeting is given to shareholders (b) for the determination of shareholders entitled to demand a special meeting pursuant to Section 1.02, the date of the earliest of any of the demands pursuant to which the meeting is called or the date that is sixty days before the date the first of such demands is received by the corporation, whichever is later (c) for the determination of shareholders entitled to payment of a share dividend or for any other purpose determined by the board of directors, the date the board of directors authorized the distribution, payment or action; and (d) for the determination of shareholders for any other purpose, the date the action requiring such determination is first taken.

        A determination of shareholders entitled to be given notice of or to vote at any meeting of shareholders made as provided in this Section is effective for any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

        1.06    Shareholders' List for Meeting.    Prior to each meeting of shareholders, the corporation shall prepare a list of the names of the shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series and shall show the address of, and the number of shares of each class and series that are held by, each shareholder. This list shall be kept on file at the corporation's principal office or at a place identified in the notice of the meeting in the city where the meeting will be held beginning the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof. Subject to any restrictions and conditions imposed or allowed by law, any shareholder or such shareholder's agent or attorney, on written demand, may inspect or copy the shareholders' list for any purpose reasonably related to the shareholder's interest as a shareholder during regular business hours and during the period it is available for inspection. The corporation shall make the shareholders' list available at the meeting and, notwithstanding the foregoing, any shareholder or agent or attorney of a shareholder may inspect the list at any time during the meeting or any adjournment.

        1.07    Voting Entitlement of Shares.    Except as otherwise provided by law or the articles of incorporation and subject to the provisions of Sections 1.05 and 1.09, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter submitted to a vote of shareholders.

        1.08    Quorum.    Except as otherwise provided by law or the articles of corporation, at all meetings of shareholders, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on such matter, unless voting by voting groups is allowed by law or the articles of incorporation, in which case such quorum requirement shall apply to each such group. Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless otherwise provided in the articles of incorporation or unless a new record date is or must be fixed for that adjourned meeting as provided in Section 1.05. If a quorum does not exist with respect to any voting group, the presiding officer or any shareholder or proxy that is present at the meeting, whether or not a member of that voting group, may adjourn the meeting to a different date,

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time or place, and (subject to the next sentence) notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed pursuant to Section 1.05, notice of the adjourned meeting shall be given pursuant to Section 1.03 to persons that are shareholders as of the new record date. At any adjourned meeting at which a quorum exists, any matter may be acted upon that could have been acted upon at the meeting originally called; provided, however, if new notice is given of the adjourned meeting, then such notice shall state the purpose or purposes of the adjourned meeting sufficiently to permit action on such matter.

        1.09    Manner of Acting.    If a quorum is present at a meeting of shareholders as required by Section 1.08, action on a matter is approved if the votes favoring the action exceed the votes opposing the action, unless a greater number of affirmative votes, or voting by voting groups, is required by law, the articles of incorporation or these bylaws (if authorized by the articles of incorporation). Notwithstanding the foregoing and unless the articles of incorporation provide otherwise, in the election of directors each shareholder entitled to vote at such election shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors to be elected, and for whose election the shareholder has the right to vote. Those candidates receiving the highest number of votes cast in their favor (equal to the number of directors to be elected) are elected to the board of directors. Cumulative voting shall not be allowed.

        1.10    Proxies.    Subject to applicable provisions of law, a shareholder may vote by proxy appointed by a writing signed by the shareholder or by the shareholder's duly authorized attorney-in-fact or otherwise appointed as allowed by law. An appointment of a proxy is effective against the corporation when received by the corporation in any manner permitted by law. An appointment is effective for 11 months, unless otherwise provided in the appointment form.

        1.11    Meetings by Telecommunication.    If, and only if, permitted by the board of directors, any or all of the shareholders may participate in a meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting. A shareholder in a meeting by this means is deemed to be present in person at the meeting. If the board of directors permits shareholders to participate in a meeting of shareholders by, or if the meeting is conducted through the use of, telecommunications, the board shall establish the terms and conditions under which such participation shall be permitted or the meeting conducted.

        1.12    Shareholder Action without a Meeting.    Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if all of the shareholders entitled to vote thereon consent to such action in writing. Any such action shall be effective as of the date the corporation has received the last writing necessary to effect the action, unless all of the writings necessary to effect the action specify an earlier or later effective date. Any such writing may be received by the corporation by electronically transmitted facsimile or other form of wire or wireless communication providing the corporation with a complete copy thereof, including a copy of the signature thereto. Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the corporation before the effectiveness of the action. The record date for determining shareholders entitled to action without a meeting is the date a writing pursuant to which the action is taken is first received by the corporation. Action taken by unanimous written consent as provided herein shall have the same effect as action taken at a meeting of the shareholders and may be described as such in any document.

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ARTICLE II
BOARD OF DIRECTORS

        2.01    General Powers.    All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, a board of directors, except as otherwise provided by law, the articles of incorporation or these bylaws.

        2.02    Number, Tenure and Qualifications.    The number of directors of the corporation shall be as determined from time to time by the board. Directors shall be elected at each annual meeting of shareholders. Each director shall hold office until the next annual meeting of the shareholders and thereafter until the director's successor shall have been elected and qualified, or until the director's earlier death, resignation or removal. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Directors shall be natural persons eighteen years of age or older, but they need not be residents of Colorado or shareholders of the corporation.

        2.03    Removal and Resignation.    Any director may resign at any time by giving written notice of resignation to any other director or (if the director is not also that officer) to the president or the secretary. Such resignation shall be effective when it is received by the other director, the president or the secretary, as the case may be, unless the notice of resignation specifies a later effective date. Unless otherwise specified in the notice of resignation, acceptance of such resignation shall not be necessary to make it effective. Directors may be removed in the manner prescribed by law.

        2.04    Vacancies.    Any vacancy occurring on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by either the directors or the shareholders. If the directors remaining in office constitute fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all of those remaining. Notwithstanding the foregoing, if the vacant office was held by a director elected by a voting group of shareholders, then, if any of the remaining directors was also elected by that same voting group, only such directors may vote to fill such vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders.

        2.05    Meetings.    The board of directors may hold regular or special meetings, in or out of Colorado. The board of directors may provide, by resolution, the time and place for holding regular meetings without other notice than such resolution. Special meetings may be called by or at the request of the president or any director and shall be held at the principal office of the corporation unless otherwise specified in the notice of the meeting.

        2.06    Notice.    Notice of each meeting of the board of directors (except those regular meetings for which notice is not required) stating the place, date and time of the meeting shall be given (and shall be effective) in accordance with Section 6.03, to all directors at least one day before the date of the meeting. The method of notice need not be the same for each director. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

        2.07    Waiver of Notice.    A director may waive any notice of a meeting required by these bylaws before, at or after the date or time of the meeting stated in the notice. Except as provided in the next sentence, any such waiver must be in writing, signed by the director entitled thereto and delivered to the corporation for filing with the corporate records, but such delivery and filing shall not be conditions to its effectiveness. A director's attendance at or participation in a meeting waives any required notice to such director of the meeting unless, at the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.

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        2.08    Quorum and Manner of Acting.    Except as otherwise may be required by law, the articles of incorporation or these bylaws, a majority of the directors fixed in accordance with Section 2.02, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors. Except as otherwise required by law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. No director may vote or act by proxy or power of attorney at any meeting of directors.

        2.09    Presumption of Assent.    A director who is present at a meeting of the board of directors at which action on any corporate matter is taken is deemed to have assented to all action taken at the meeting unless the director (a) objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (b) contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (c) causes written notice of such dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting. The right of dissent or abstention pursuant to this Section as to specific action is not available to a director who votes in favor of the action taken.

        2.10    Meetings by Telecommunication.    One or more directors may participate in any meeting of the board by, or the meeting may be conducted through the use of, any means of communication by which all directors participating can hear each other during the meeting. Such participation shall constitute presence in person at the meeting.

        2.11    Director Action without a Meeting.    Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if all members of the board consent to such action in writing. The action shall be deemed to have been so taken by the board at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his or her consent by a writing signed by the director and received by the president or secretary or any other person authorized by the board of directors to receive such a revocation. Such action shall be effective at the time and date it is taken unless the directors establish a different effective time or date. Such action has the same effect as action taken at a meeting of directors and may be described as such in any document.

        2.12    Compensation.    By resolution of the board of directors, any director may be paid any one or more of the following: (a) the director's expenses, if any, of attendance at meetings; (b) a fixed sum for attendance at such meeting and (c) a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation in that capacity.

        2.13    Executive and Other Committees.    Subject to applicable provisions of law, the board of directors, by resolution adopted by a majority of all directors then in office, whether or not those directors constitute a quorum of the board, may create one or more committees and appoint one or members of the board of directors to serve on them. The provisions of these bylaws governing meetings, action without meetings, notice, waiver of notice and quorum and voting requirements of the board of directors shall apply to any committees so created and to the members appointed thereto. Each committee created by the board shall have and may exercise the authority of the board of directors to the extent specified in the resolution creating such committee, except that no such committee shall have authority to take any of the actions specified in Section 7-108-206(4) of the Colorado Business Corporation Act, or any successor provision thereof.

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ARTICLE III
OFFICERS

        3.01    Appointment and Qualifications.    The corporation shall have such officers, with such titles, as may be appointed from time to time by the board of directors, including without limitation an officer or officers responsible for the duties specified in Section 3.10. If authorized by these bylaws or by the board of directors, a duly appointed officer may also appoint other officers and assistant officers, with such titles, as such authorized appointing officer deems necessary or appropriate. One person may simultaneously hold more than one office. All officers must be natural persons eighteen years of age or older.

        3.02    Term of Office.    Except as otherwise provided in Section 3.03, each officer shall hold office for the term specified in the officer's appointment and, if applicable, until the officer's successor shall have been appointed and qualified, or until the officer's earlier death, resignation or removal.

        3.03    Authority and Duties.    The officers shall exercise such authority and perform such duties as determined from time to time by the board of directors or (with respect to officers appointed by an authorized appointing officer) by the persons appointing them; provided that, if any of the officers described in Sections 3.07 through 3.12 is appointed, the duties of such officers shall be as set forth in such Sections, as applicable, except as otherwise provided by the board of directors or (with respect to an officer appointed by an authorized appointing officer) by the person appointing such officer; and provided further that the board of directors (subject to the officer's contract rights, if any, with the corporation) may change the authority and duties (and the term of office) of any officer appointed by an authorized appointing officer. If and at all times during which the corporation does not have an officer with the title of "president," all references in these bylaws to the "president" of the corporation (other than those in Section 3.08) shall be deemed to refer to the officer of officers whose duties most correspond to the duties described in Section 3.08. If and all times during which the corporation does not have an officer with the title of "secretary," all references in these bylaws to the "secretary" of the corporation (other than those in Section 3.10) shall be deemed to refer to the officer or officers appointed by the board of directors to be responsible for the duties specified in Section 3.10.

        3.04    Removal and Resignation.    Any officer appointed by the board of directors may be removed at any time, with or without cause, by the board of directors. Any officer appointed by an authorized appointing officer as provided in Section 3.01 may be removed at any time, with or without cause, by the board of directors, the president or the appointing officer. Any officer may resign at any time by giving written notice of resignation to the board of directors or (if the resigning officer is not that officer) to the president or the secretary or to the officer who appointed the resigning officer. Such resignation shall be effective when it is received by the director, president, secretary or appointing officer, as the case may be, unless the notice of resignation specifies a later effective date. Unless otherwise specified in the notice of resignation, acceptance of such resignation shall not be necessary to make it effective. An officer's removal does not affect the officer's contract rights, if any, with the corporation and an officer's resignation does not affect the corporation's contract rights, if any, with the officer. The appointment of an officer does not itself create contract rights.

        3.05    Vacancies.    A vacancy in any office, however occurring, may be filled for the unexpired portion of the term by the board of directors or, if an authorized officer appointed the officer, by the appointing officer.

        3.06    Compensation.    Officers shall receive such compensation for their services as may be fixed by the board of directors or by any officer authorized by the board of directors to fix compensation of the other officers. No officer shall be prevented from receiving compensation by reason of the fact that he or she is also a director of the corporation. Appointment as an officer shall not of itself create a contract or other right to compensation for services performed by such officer.

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        3.07    Chairman of the Board.    The chairman of the board shall be elected from among the directors and shall preside at all meetings of the directors and shareholders, and shall have and may exercise such powers and perform such other duties as may be assigned from time to time by the board of directors.

        3.08    President.    The president shall subject to the direction and supervision of the board of directors: (a) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (b) preside at all meetings of the directors and shareholders unless the board of directors has appointed a chairman of the board or other officer of the board to preside at such meetings; (c) see that all orders and resolutions of the board of directors are carried into effect; (d) have authority to appoint officers and assistant officers as provided in Section 3.01 and determine their duties as provided in Section 3.03; and (e) perform all other duties incident or customary to the office of president and chief executive officer, except as the same may be from time to time expanded or limited by the board of directors.

        3.09    Vice Presidents.    The vice president, if any (or if there is more than one, then each vice president), shall assist the president and shall perform such duties as may be assigned by the president or the board of directors. The vice president, if there is one (or if there is more than one, then the vice president designated by the board of directors, or if there is no such designation, then the vice presidents in the order of their appointment) shall, at the request of the president, or in the president's absence or inability or refusal to act, have the powers and perform the duties of the president.

        3.10    Secretary.    The secretary shall, except to the extent delegated by the board of directors to another officer or officers: (a) be responsible for the preparation and maintenance of the minutes of the proceedings of the shareholders, the board of directors and any committees of the board and of the other records and information required to be kept by the corporation under Section 7-116-101 of the Colorado Business Corporation Act, or any successor provision, and for authenticating records of the corporation (b) see that all notices to the shareholders and directors are duly given in accordance with the provisions of these bylaws or as required by law; (c) have charge of the corporate seal and authority to affix the corporate seal to any instrument requiring it and attest to such affixment; (d) be responsible for the maintenance of other corporate records and files and for the preparation and filing of reports to governmental agencies (other than tax returns), except to the extent any of such duties is delegated to another officer or agent of the corporation; and (e) perform all other duties incident or customary to the office of secretary and such other duties as from time to time may be assigned by the president or the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

        3.11    Treasurer.    The treasurer, if any, shall: (a) be the principal financial officer of the corporation and have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and deposit the same in accordance with the instructions of the board of directors; (b) subject to any limits imposed by the board of directors, receive and give receipts and acquittances for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls, and other just debts of the corporation of whatever nature upon maturity; (c) unless there is a comptroller, perform the duties specified in Section 3.12; (d) upon request of the board, make such reports to it as may be required at any time; and (e) perform all other duties incident or customary to the office of treasurer and such other duties as may be from time to time prescribed by the president or the board of directors. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer.

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        3.12    Comptroller.    The comptroller, if any, shall: (a) be the principal accounting officer of the corporation; (b) prescribe and maintain the methods and systems of accounting to be followed; (c) keep complete books and records of account; (d) prepare and file all local, state and federal tax returns; (e) prescribe and maintain an adequate system of internal audit; (f) prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations; and (g) perform all other duties incident or customary to the office of comptroller and such other duties as may be from time to time prescribed by the president or the board of directors.

        3.13    Surety Bonds.    The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such person's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the corporation.

ARTICLE IV
SHARES

        4.01    Issuance of Shares.    The issuance or sale by the corporation of any shares of its authorized capital stock of any class shall be made only upon authorization of the board of directors. No shares shall be issued until full consideration has been received therefor. Every issuance of shares shall be recorded on books maintained for such purpose by or on behalf of the corporation.

        4.02    Certificates.    Shares of stock issued by the corporation shall be represented by certificates, except that the board of directors may authorize the issuance of some or all of the shares of any class or series without certificates. The fact that shares are not represented by certificates shall have no effect on the rights and obligations of the holders thereof. If shares are represented by certificates, such certificates shall be consecutively numbered, shall be signed, either manually or by facsimile, in the name of the corporation by the chairman or vice chairman of the board of directors or by the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary or by such other officer or officers as may be designated by the board of directors, and shall otherwise be in such form and contain such information, consistent with law, as shall be prescribed by the board of directors. Certificates may, but need not be, sealed with the seal of the corporation, or with a facsimile thereof. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue. The issuance of shares without certificates shall be made in accordance with applicable provisions of law.

        4.03    Consideration for Shares.    Shares shall be issued for such consideration, expressed in dollars, as shall be fixed from time to time by the board of directors. Such consideration may consist, in whole or in part, of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed and other securities of the corporation. Future services shall not constitute payment or partial payment for shares. The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares unless it is negotiable, recourse against the maker and secured by collateral, other than the shares, having a fair market value at least equal to the principal amount of the note.

        4.04    Lost Certificates.    In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. Before issuing a new certificate, the board of directors may in its discretion require a bond in such form and amount and with such surety as it may determine.

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        4.05    Transfer of Shares.    Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, payment of all transfer taxes, if any, and the satisfaction of any other requirements of law, including without limitation evidence of compliance with all applicable securities laws, the corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the books of the corporation maintained for such purpose by or on behalf of the corporation. The corporation or the corporation's transfer agent may require a signature guaranty or other reasonable evidence that any signature is genuine and effective before making any transfer. Transfers of uncertificated shares shall be made in accordance with applicable provisions of law.

        4.06    Holders of Record.    Except to the extent the corporation otherwise provides pursuant to Section 4.07, and except for the assertion of dissenters' rights to the extent permitted in the Colorado Business Corporation Act, the corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, the shares on the part of any other person, whether or not the corporation shall have notice of such claim or interest.

        4.07    Recognition Procedure for Beneficial Owners.    The board of directors may establish, by resolution, a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The procedure established pursuant to this Section may set forth the types of nominees to which it applies, the rights or privileges that the corporation recognizes in a beneficial owner (which may include rights or privileges other than voting), the manner in which the procedure may be used by the nominee, the information that must be provided by the nominee when the procedure is used, the period for which the nominee's use of the procedure is effective, and any other aspects of the rights and duties created thereby.

ARTICLE V
INDEMNIFICATION

        5.01    Right to Indemnification.    The corporation shall indemnify, to the fullest extent permitted by law (including without limitation in circumstances in which, in the absence of this Section 5.01, indemnification would be discretionary under the laws of Colorado or limited or subject to particular standards of conduct under such laws), each of its directors and officers (hereinafter, for purposes of this Article V, individually referred to as a "party") against all expenses, liabilities and losses (including without limitation expenses of investigation and preparation, fees and disbursements of counsel, accountants and other experts, judgments, fines and amounts paid in settlement) incurred in, relating to or as a result of any action, suit or proceeding (collectively referred to herein as a "proceeding") to which such person may be involved or made a party by reason of serving or having served as a director or officer of the corporation or, at the request of the corporation, as a director, officer, manager, member, partner, trustee, employee, fiduciary, functionary or agent of any other corporation, limited liability company, partnership, joint venture, trust, association, employee benefit plan or other entity or enterprise.

        5.02    Advance of Expenses.    In the event of any proceeding in which a party is involved or which may give rise to a right of indemnification under Section 5.01, following written request to the corporation by the party, the corporation shall pay to the party, to the fullest extent permitted by law (including without limitation in circumstances in which, in the absence of this Section 5.02, advance of expenses would be discretionary under the laws of Colorado or limited or subject to particular standards of conduct under such laws), amounts to cover expenses incurred by the party in, relating to or as a result of such proceeding in advance of its final disposition.

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        5.03    Settlements.    The corporation shall not be liable under this Article for any amounts paid in settlement of any proceeding effected without its written consent. The corporation shall not settle any proceeding in any manner that would impose any personal penalty or limitation on a party without the party's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the corporation or the party.

        5.04    Burden of Proof.    If under applicable law the entitlement of a party to be indemnified or advanced expenses pursuant to this Article depends upon whether a standard of conduct has been met, the burden of proof of establishing that the party did not act in accordance with such standard shall rest with the corporation. A party shall be presumed to have acted in accordance with such standard and to be entitled to indemnification or advance of expenses (as the case may be) unless, based upon a preponderance of the evidence, it shall be determined that the party has not met such standard. Such determination and any evaluation as to the reasonableness of amounts claimed by a party shall be made by the board of directors or such other body or persons as may be permitted by law.

        5.05    Notification and Defense of Claim.    Promptly after receipt by a party of notice of the commencement of any proceeding, the party shall, if a claim for indemnification in respect thereof may or will be made against the corporation under this Article, notify the corporation in writing of the commencement thereof; provided, however, that delay in so notifying the corporation shall not constitute a waiver or release by the party of any rights under this Article. With respect to any such proceeding: (a) the corporation shall be entitled to participate therein at its own expense; (b) any counsel representing the party to be indemnified in connection with the defense or settlement thereof shall be counsel mutually agreeable to the party and to the corporation; and (c) if the corporation admits that such party would be entitled to indemnification under this Article in connection with such proceeding, the corporation shall have the right, at its option, to assume and control the defense or settlement thereof, with counsel satisfactory to the party. If the corporation assumes the defense of the proceeding, the party shall have the right to employ its own counsel, but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense of such proceeding shall be at the expense of the party unless (i) the employment of such counsel has been specifically authorized by the corporation, (ii) the party shall have reasonably concluded that there may be a conflict of interest between the corporation and the party in the conduct of the defense of such proceeding, or (iii) the corporation shall not in fact have employed counsel to assume the defense of such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors and officers liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless the party and the corporation concur in writing that the insurance carrier's doing so is undesirable.

        5.06    Payment Procedures; Enforcement.    The corporation shall promptly act upon a party's written request for indemnification or advance of expenses. The right to indemnification and advance of expenses granted by this Article shall be enforceable in any court of competent jurisdiction if the corporation denies the claim, in whole or in part, or if no disposition of such claim is made within sixty days after the written request for indemnification or advance of expenses is made. If successful in whole or in part in such suit, the party's expenses incurred in bringing and prosecuting such claim shall also be paid by the corporation.

        5.07    Other Payments.    The corporation shall not be liable under this Article to make any payment in connection with any proceeding against or involving a party to the extent the party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable hereunder. A party shall repay to the corporation the amount of any payment the corporation makes to the party under this Article in connection with any proceeding against or involving the party, to the extent the party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of such amount. In the event of any payment under this

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Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified party, who shall execute all papers and do everything that may be necessary to assure such rights of subrogation to the corporation.

        5.08    Liability Insurance.    The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, manager, member, partner, trustee, employee, fiduciary, functionary or agent of any other corporation, limited liability company, partnership, joint venture, trust, association, employee benefit plan or other entity or enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

        5.09    Other Rights and Remedies.    The rights to indemnification and advance of expenses provided by this Article shall be in addition to, and shall not be in limitation of, any other rights a party may have or hereafter acquire under any law, provision of the articles of incorporation, any other or further provision of these bylaws, vote of the shareholders or directors, agreement or otherwise. The corporation shall have the right, but shall not be obligated, to indemnify or advance expenses to any employee, fiduciary or agent of the corporation not otherwise covered by this Article to the fullest extent permitted by law. Unless otherwise provided in any separate indemnification arrangement, any such indemnification or advance of expenses shall be made only as authorized in the specific case by the board of directors.

        5.10    Applicability; Effect.    The rights to indemnification and advance of expenses provided by this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any party entitled to indemnification under this Article during the period such party serves in any one or more of the capacities covered by this Article, shall continue thereafter so long as the party may be subject to any possible proceeding by reason of the fact that the party served in any one or more of the capacities covered by this Article, and shall inure to the benefit of the estate and personal representatives of each such person. Any repeal or modification of this Article or of any Section or provision hereof shall not adversely affect any rights or obligations then existing. All rights to indemnification under this Article shall be deemed to be provided by a contract between the corporation and each party covered hereby.

        5.11    Severability.    If any provision of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity, legality and enforceability of the remaining provisions of this Article shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the remaining provisions of this Article shall be construed so as to give effect to the intent of this Article that each party covered hereby is entitled to the fullest protection permitted by law.

ARTICLE VI
MISCELLANEOUS

        6.01    Corporate Seal.    The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation and the words "Seal, Colorado." The seal may be used by causing it or a facsimile thereof to be impressed, affixed, manually reproduced or rubber stamped with indelible ink.

        6.02    Fiscal Year.    The fiscal year of the corporation shall be as established by resolution of the board of directors.

        6.03    Manner of Giving Notice; Effectiveness.    Whenever notice is required by law, the articles of incorporation or these bylaws to be given to any shareholder or director, such notice shall be in writing

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(unless oral notice is reasonable under the circumstances) and may be given in person or by telephone, telegraph, teletype, electronically transmitted facsimile or other form or wire or wireless communication, first class, certified or registered mail, private courier or in any other manner permitted by law. If written, notice shall be effective as to each such shareholder or director, as the case may be may, as follows: (a) in the case of notice mailed by the corporation to the shareholders, upon deposit in the United States mail, addressed to the shareholder at the address as it appears in the corporation's current record of shareholders and with first class postage prepaid; and (b) in all other cases, the earliest of (i) the date received, (ii) five days after deposit in the United States mail (properly addressed and with first class postage prepaid), and (iii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is effective when communicated. If three successive notices (whether with respect to a meeting of shareholders or otherwise) are given by the corporation to a shareholder and are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for the shareholder is made known to the corporation.

        6.04    Receipt of Notices by the Corporation.    Except as otherwise expressly provided herein, notices, shareholder writings consenting to action and other documents and writings shall be deemed to be received by the corporation when they are actually received: (a) at the registered office of the corporation addressed to the registered agent; (b) at the principal office of the corporation (as that office is designated in the most recent document filed by the corporation with the Colorado Secretary of State providing such information) addressed to the corporation or to the secretary; (c) by the president or the secretary wherever that officer may be found; or (d) by any other person authorized from time to time by the board of directors, the president or the secretary to receive such writings, wherever such person is found.

        6.05    Amendments.    Subject to repeal or change by the shareholders, and except as otherwise provided in the articles of incorporation, the board of directors may make, amend and repeal the bylaws of the corporation unless the shareholders, in making, amending or repealing a particular bylaw expressly provide that the directors may not amend or repeal such bylaw. The shareholders also may amend or repeal the bylaws even though the bylaws may also be amended or repealed by the board of directors.

        6.06    Voting of Securities by the Corporation.    Unless otherwise provided by resolution of the board of directors, on behalf of the corporation, the president or any vice president shall, unless otherwise directed by the board or directors, attend in person or by substitute appointed by him or her, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation at, all meetings of the shareholders or members of any other corporation or entity in which the corporation holds an interest, and may, on behalf of the corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings or otherwise, the president or any vice president, in person or by substitute or by proxy, may vote and execute written consents and other instruments with respect to such interest and may exercise any and all rights and powers incident to the ownership of such interest, subject, however, to the instructions, if any, of the board of directors.

        *    *    *    *    *

        [Signature page follows]

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        The undersigned, being the duly elected and acting Secretary of MDMI NEWCO, Inc., hereby certifies that the foregoing Bylaws were adopted as the Bylaws of such corporation by the Board of Directors on May 31, 2000.

/s/  STEVEN D. NEUMANN Secretary

Signature Page

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Exhibit 3.2

BYLAWS OF MDMI NEWCO, INC.
ARTICLE I SHAREHOLDERS
ARTICLE II BOARD OF DIRECTORS
ARTICLE III OFFICERS
ARTICLE IV SHARES
ARTICLE V INDEMNIFICATION
ARTICLE VI MISCELLANEOUS

EX-3.3

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Exhibit 3.3

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDSOURCE TECHNOLOGIES, INC.

ARTICLE 1.    NAME

        The name of this corporation is MedSource Technologies, Inc. (the "Corporation").

ARTICLE 2.    REGISTERED OFFICE AND AGENT

        The registered office of the Corporation shall be located at The Corporate Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at such address shall be The Corporation Trust Company.

ARTICLE 3.    PURPOSE AND POWERS

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

ARTICLE 4.    CAPITAL STOCK

        The aggregate number of shares which the Corporation shall have the authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

ARTICLE 5.    BOARD OF DIRECTORS

5.1    Number; Election

        The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

5.2    Management of Business and Affairs of the Corporation

        The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

ARTICLE 6.    INDEMNIFICATION

        (a)   The Corporation shall, to the fullest extent permitted by section 145 of the Delaware General Corporation Law, as the same may be amended and supplemented from time to time, indemnify each director and officer from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

        (b)   The right to indemnification under this Article 6 shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred by any director or

officer in connection with the proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that if the Board of Directors or the laws of the State of Delaware so require, the payment of expenses in advance shall be made only upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this section and the laws of the State of Delaware.

        (c)   No amendment of this Article 6 or the Delaware General Corporation Law shall affect the rights of an indemnitee hereunder with respect to acts arising prior to the final adoption of such amendment.

ARTICLE 7.    AMENDMENT OF BYLAWS

        In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

ARTICLE 8.    RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

        The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

ARTICLE 9.    LIMITATION OF LIABILITY

        The personal liability of the stockholders, directors and officers of the Corporation is hereby eliminated or limited to the fullest extent permitted by paragraph 7 of subsection (b) of section 102 of the Delaware General Corporation Law, as the same may be amended or supplemented from time to time.

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Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDSOURCE TECHNOLOGIES, INC.

EX-3.4

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BYLAWS

of

MEDSOURCE TECHNOLOGIES, INC.

Adopted
as of

June 30, 2004

TABLE OF CONTENTS

				Page
1.	OFFICES			1
	1.1.	Registered Office		1
	1.2.	Other Offices		1
2.	MEETINGS OF STOCKHOLDERS			1
	2.1.	Place of Meetings		1
	2.2.	Annual Meetings		1
	2.3.	Special Meetings		1
	2.4.	Notice of Meetings		1
	2.5.	Waivers of Notice		2
	2.6.	Business at Special Meetings		2
	2.7.	List of Stockholders		2
	2.8.	Quorum at Meetings		2
	2.9.	Voting and Proxies		3
	2.10.	Required Vote		3
	2.11.	Action Without a Meeting		3
3.	DIRECTORS			4
	3.1.	Powers		4
	3.2.	Number and Election		4
	3.3.	Nomination of Directors		4
	3.4.	Vacancies		4
	3.5.	Meetings		5
		3.5.1.	Regular Meetings	5
		3.5.2.	Special Meetings	5
		3.5.3.	Telephone Meetings	5
		3.5.4.	Action Without Meeting	5
		3.5.5.	Waiver of Notice of Meeting	5
	3.6.	Quorum and Vote at Meetings		5
	3.7.	Committees of Directors		6
	3.8.	Compensation of Directors		6
4.	OFFICERS			6
	4.1.	Positions		6
	4.2.	President		7
	4.3.	Vice President and Assistant Vice President		7
	4.4.	Secretary		7
	4.5.	Assistant Secretary		7
	4.6.	Treasurer		7
	4.7.	Assistant Treasurer		7
	4.8.	Term of Office		7
	4.9.	Compensation		8
	4.10.	Fidelity Bonds		8
5.	CAPITAL STOCK			8
	5.1.	Certificates of Stock; Uncertificated Shares		8
	5.2.	Lost Certificates		8
	5.3.	Record Date		8
		5.3.1.	Actions by Stockholders	8
		5.3.2.	Payments	9
	5.4	Stockholders of Record		9

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6.	INDEMNIFICATION; INSURANCE		9
	6.1.	Right to Indemnification	9
	6.2.	Determination That Indemnification Is Proper	10
	6.3.	Advance Payment of Expenses	10
	6.4.	Procedure for Indemnification	11
	6.5.	Savings Clause	11
	6.6.	Non-exclusivity	11
	6.7.	Insurance	11
7.	GENERAL PROVISIONS		11
	7.1.	Inspection of Books and Records	11
	7.2.	Dividends	12
	7.3.	Reserves	12
	7.4.	Execution of Instruments	12
	7.5.	Fiscal Year	12
	7.6.	Seal	12

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BYLAWS

OF

MEDSOURCE TECHNOLOGIES, INC.

1.    OFFICES

1.1.    Registered Office

        The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in charge thereof shall be The Corporation Trust Company.

1.2.    Other Offices

        The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

2.    MEETINGS OF STOCKHOLDERS

2.1.    Place of Meetings

        All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairperson or the President. Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be held at any place, but may instead be held by means of remote communication.

2.2.    Annual Meetings

        Unless directors are elected by written consent in lieu of an annual meeting, the Corporation shall hold annual meetings of stockholders, commencing with the year 2005, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairperson or the President, at which stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If a written consent electing directors is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

2.3.    Special Meetings

        Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairperson or the President.

2.4.    Notice of Meetings

        Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law") or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section or sections) of the Delaware General Corporation Law.

2.5.    Waivers of Notice

        Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or persons entitled to said notice, or a waiver thereof by electronic transmission by the person entitled to said notice, delivered to the Corporation, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

2.6.    Business at Special Meetings

        Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is waived or is not required as provided in the Delaware General Corporation Law or these Bylaws).

2.7.    List of Stockholders

        After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder (but not the electronic mail address or other electronic contact information, unless the Board of Directors so directs) and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (2) during ordinary business hours, at the principle place of business of the Corporation. If the meeting is to be held at a place, then such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.8.    Quorum at Meetings

        Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

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2.9.    Voting and Proxies

        Unless otherwise provided in the Delaware General Corporation Law or in the Corporation's Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation's capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (1) the Corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (2) the Corporation implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the Corporation.

2.10.    Required Vote

        When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. If the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, every reference in these Bylaws to a majority or other proportion of stock, voting stock or shares shall refer to a majority or other proportion of the votes of such stock, voting stock or shares. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.11.    Action Without a Meeting

        Any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the Delaware General Corporation Law for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent. A telegram, cablegram or other electronic transmission consenting to such action and transmitted by a stockholder or

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proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation in accordance with Section 228(d)(1) of the Delaware General Corporation Law. Written notice of the action taken shall be given in accordance with the Delaware General Corporation Law to all stockholders who do not participate in taking the action who would have been entitled to notice if such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

3.    DIRECTORS

3.1.    Powers

        The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.

3.2.    Number and Election

        The number of directors which shall constitute the whole board shall be at least 1 but no more than 12. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors.

3.3.    Nomination of Directors

        The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder, provided such other nomination(s) are submitted in writing to the Secretary of the Corporation no later than ninety days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Corporation's stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.4 hereof, and each director elected shall hold office until such director's successor is elected and qualified or until the director's earlier death, resignation or removal. Directors need not be stockholders.

3.4.    Vacancies

        Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of

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directors of the class to which such director was appointed, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal.

3.5.    Meetings

3.5.1.    Regular Meetings

        Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.5.2.    Special Meetings

        Special meetings of the Board may be called by the Chairperson or President on one day's notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram, facsimile transmission, electronic mail (effective when directed to an electronic mail address of the director), or other electronic transmission, as defined in Section 232(c) (or any successor section) of the Delaware General Corporation Law (effective when directed to the director), and on five days' notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

3.5.3.    Telephone Meetings

        Members of the Board of Directors may participate in a meeting of the board by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.5.4.    Action Without Meeting

        Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minute book.

3.5.5.    Waiver of Notice of Meeting

        A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, or made by electronic transmission by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.6.    Quorum and Vote at Meetings

        At all meetings of the Board of Directors, a quorum of the Board of Directors consists of a majority of the total number of directors prescribed pursuant to Section 3.2 of these Bylaws. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the

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Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.

3.7.    Committees of Directors

        The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required.     Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

3.8.    Compensation of Directors

        The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

4.    OFFICERS

4.1.    Positions

        The officers of the Corporation shall be a President, a Secretary, a Treasurer and an Assistant Treasurer and such other officers as the Board of Directors (or an officer authorized by the Board of Directors) from time to time may appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall the President and the Secretary be the same person. As set forth below, each of the Chairperson, President, and/or any Vice President or Assistant Vice President may execute bonds, mortgages and other contracts under the seal of the Corporation, if required, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

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4.2.    President

        The President shall be the chief executive officer of the Corporation and shall have full responsibility and authority for management of the day-to-day operations of the Corporation (subject to the authority of the Board of Directors). The President may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.3.    Vice President and Assistant Vice President

        In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. In the absence of the Vice President or the event of the Vice President's inability or refusal to act, the Assistant Vice President shall perform the duties and exercise the powers of the Vice President.

4.4.    Secretary

        The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may also attest all instruments signed by any other officer of the Corporation.

4.5.    Assistant Secretary

        The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary.

4.6.    Treasurer

        The Treasurer shall be the chief financial officer of the Corporation and shall have responsibility for the custody of the corporate funds and securities and shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the President and the Board of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.

4.7.    Assistant Treasurer

        The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer.

4.8.    Term of Office

        The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the

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Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.

4.9.    Compensation

        The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.

4.10.    Fidelity Bonds

        The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.    CAPITAL STOCK

5.1.    Certificates of Stock; Uncertificated Shares

        The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairperson, President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.2.    Lost Certificates

        The Board of Directors, Chairperson, President or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as the board or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.

5.3.    Record Date

5.3.1.    Actions by Stockholders

        In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close

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of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

        In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.3.2.    Payments

        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.4    Stockholders of Record

        The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be provided by the Delaware General Corporation Law.

6.    INDEMNIFICATION; INSURANCE

6.1.    Right to Indemnification

        Except as otherwise provided in the Corporation's Certificate of Incorporation, any person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or completed civil, criminal, or administrative action, suit, or proceeding and any appeal therein and any inquiry or investigation in connection therewith or which could lead thereto (a "proceeding"), by reason of his or her being or having been a director or officer of the Corporation, or by reason of his or her being or having been a director or officer (or position of similar import) of any other corporation (domestic or foreign), foundation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the Corporation, shall be indemnified and held harmless by

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the Corporation to the fullest extent permitted by the laws of the State of Delaware, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted prior to such amendment), from and against any and all reasonable costs, disbursements and attorneys' fees incurred or suffered in connection with any such proceeding, and any and all amounts paid or to be paid in satisfaction of settlements, judgments, fines, excise taxes, and penalties (including those payable under the Employee Retirement Income Security Act of 1974, as amended), in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, administrators, and assigns, provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the Corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such director or officer did not meet the applicable standards of conduct required under the laws of the State of Delaware to be so indemnified.

6.2.    Determination That Indemnification Is Proper

        (a)   Any indemnification of a director or officer of the Corporation under this Article (unless ordered by a court) shall be made by the Corporation unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct or because indemnification would otherwise be prohibited under the laws of the State of Delaware. Any such determination shall be made (i) by the Board of Directors by majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors is not obtainable, or even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined), to be selected by the Board of Directors, in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee, or (iii) by the stockholders of the Corporation. If it is so determined that the indemnitee is entitled to indemnification, payment to the indemnitee shall be promptly made.

        (b)   For purposes of this section, "Disinterested Director" means a director of the Corporation who is not and was not a party to or otherwise interested in the matter in respect of which indemnification is sought by the indemnitee, and "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of law and neither presently is, nor in the past five years has been, retained to represent: (a) the Corporation or the indemnitee in any matter material to either such party, or (b) any other party to the matter giving rise to a claim for indemnification. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the indemnitee in an action to determine the indemnitee's rights under this section.

6.3.    Advance Payment of Expenses

        The right to indemnification in this Article 6 shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred by any director or officer in connection with the proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that if the Board of Directors or the laws of the State of Delaware so require, the payment of expenses in advance shall be made only upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this section and the laws of the State of Delaware.

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6.4.    Procedure for Indemnification

        Any indemnification of a director or officer of the Corporation, or advance of costs, charges or expenses to a director or officer under this Article, shall be made promptly, and in any event within 60 days, upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification or advances pursuant to this Article is required, and the Corporation fails to respond within 60 days to a written request therefor, the Corporation shall be deemed to have approved such request.

6.5.    Savings Clause

        If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer as to costs, charges, and expenses (including attorney's fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

6.6.    Non-exclusivity

        The rights to indemnification and advance payment of expenses provided by Section 6.1 and 6.3 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.7.    Insurance

        The Corporation may have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person's status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

7.    GENERAL PROVISIONS

7.1.    Inspection of Books and Records

        Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies or extracts from: (1) the Corporation's stock ledger, a list of its stockholders, and its other books and records; and (2) other documents as required by law. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

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7.2.    Dividends

        The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.

7.3.    Reserves

        The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

7.4.    Execution of Instruments

        All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5.    Fiscal Year

        The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

7.6.    Seal

        The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

*    *    *    *    *

        The foregoing Bylaws were adopted by the Board of Directors on June 30, 2004.

/s/  STEVE NEUMANN Secretary

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BYLAWS of MEDSOURCE TECHNOLOGIES, INC. Adopted as of June 30, 2004
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BYLAWS OF MEDSOURCE TECHNOLOGIES, INC.

EX-3.5

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Exhibit 3.5

ARTICLES OF INCORPORATION
OF
NOBLE-MET, LTD.

        Under the provisions of the Virginia Stock Corporation Act, Title 13.1, Chapter 9, of the Code of Virginia (1950), as amended, the following are the Articles of Incorporation of such corporation:

ARTICLE I. NAME

        The name of the Corporation is Noble-Met, Ltd.

ARTICLE II. CAPITAL STOCK

        The aggregate number of shares of each class of capital stock which the Corporation shall have authority to issue is as follows:

CLASS	NUMBER OF SHARES
Common	5000

ARTICLE III. REGISTERED OFFICE AND AGENT

        The post office address of the initial registered office of the Corporation is Post Office Box 90, Roanoke, Virginia 24002 and the street address of such office is 1100 Crestar Bank Building, Roanoke, Virginia 24011 in the City of Roanoke, Virginia.

        The initial registered agent of the Corporation is Donald W. Wetherington, a resident of Virginia and a member of the Virginia State Bar, whose business office and mailing address are the same as the registered office of the Corporation.

ARTICLE IV. DIRECTORS

        The number of directors constituting the Board of Directors of the Corporation is 3, and names and addresses of the persons who are to serve as the initial directors are:

NAME	ADDRESS
Paul W. Nordt, III	2501 South Clearing Road Salem, VA 24153
Paul W. Pitcher	134 Adams Street Royersford, PA 19468
John R. Freeland, II	3123-L Honeywood Lane Roanoke, VA 24014 Roanoke, VA 24014

ARTICLE V. CUMULATIVE VOTING FOR DIRECTORS

        All shareholders are entitled to cumulate their votes for directors. Thus, any shareholder is entitled to multiply the number of votes he is entitled to cast by the number of directors for whom he is entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

ARTICLE VI—LIMIT ON LIABILITY AMD INDEMNIFICATION

        A.    Definitions.    For purposes of this Article VI, the following definitions apply:

        (1)   Expenses include counsel fees, expert witness fees and costs of investigation, litigation and appeal as well as any amounts expended in asserting a claim for indemnification.

        (2)   Liability means the obligation to pay a judgment, settlement, penalty, fine or other such obligation including, without limitation, any excise tax assessed with respect to an employee benefit plan.

        (3)   Legal entity means a corporation, partnership, joint venture, trust employee benefit plan or other enterprise.

        (4)   Predecessor entity means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise.

        (5)   Proceedings means any threatened, pending or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.

        B.    Limit on Liability.    In every instance permitted by the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, the liability of a director or officer of the Corporation to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct shall be limited to one hundred dollars ($100.00).

        C.    Indemnification of Directors and Officers.    The Corporation shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Corporation) because he is or was a director or officer of the Corporation or because he is or was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director or officer of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of his willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this paragraph C is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in paragraph D of this Article VI; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from him to repay the same if it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that a director or officer acted in such a manner as to make him ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this paragraph C.

        D.    Indemnification of Others.    The Corporation may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to paragraph C, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Corporation, and may contract in advance to do so. The determination that indemnification under this paragraph D is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from

time to time by general or specific action if the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under paragraph C of this Article VI shall be limited by the provisions of this paragraph D.

        E.    Miscellaneous.    Every reference in this Article VI to persons who are or may be entitled to indemnification shall include persons who formerly occupied any of the positions referred to and their respective heirs, executors and administrators. Special legal counsel selected to make determinations under this Article VI may be counsel for the corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to extent he is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article VI or to protect any of the persons named above against any liability arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation's power to indemnify against such liability. The provisions of this Article VI shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article VI or its application to any person or circumstances is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article VI, and to this end the provisions of this Article VI are severable.

        F.    Application; Amendments.    The provisions VI shall be applicable from and after its even though some or all of the underlying conduct relating to a proceeding may have occurred before adoption. No amendment, modification or repeal of Article VI shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.

	Noble-Met, Ltd.
By:	/s/  F.B. WEBSTER BAY F. B. Webster Bay, Incorporator

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF NOBLE-MET, LTD.

ONE

        The name of the Corporation is Noble-Met, Ltd.

TWO

        The Articles of Incorporation of the Corporation are amended by deleting existing Article II in its entirety and replacing it with the following:

ARTICLE II. CAPITAL STOCK

        The aggregate number of shares of each class of capital stock which the Corporation shall have authority to issue is as follows:

CLASS	NUMBER OF SHARES
Common (no par value)	5,000,000

THREE

        Except for the above amendment, the Articles of Incorporation of the Corporation, as amended, shall remain unchanged.

FOUR

        The foregoing amendment was adopted by the unanimous consent of the Board of Directors and Shareholders of the Corporation, which consent was effective as of December 18, 1996.

        The undersigned President declares and certifies that the facts herein stated arc true as of 12/18, 1996.

NOBLE-MET. LTD.
By	/s/  JOHN R. FREELAND John R. Freeland, President

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF NOBLE-MET, LTD.

ONE

        The name of the Corporation is Noble-Met, Ltd.

TWO

        The Articles of Incorporation of the Corporation are amended by deleting existing Article V in its entirety and replacing it with the following:

ARTICLE II. PREEMPTIVE RIGHTS

        Shareholders of the Corporation shall not have the preemptive right to acquire unissued shares of the Corporation.

THREE

        Except for the above amendment, the Articles of Incorporation of the Corporation, as amended, shall remain unchanged.

FOUR

        The foregoing amendment was adopted by the unanimous consent of the Board of Directors and Shareholders of the Corporation, which consent was effective as of January 1, 1997.

        The undersigned President declares and certifies that the facts herein stated are true as of April 22, 1997.

NOBLE-MET, LTD.
By	/s/  JOHN R. FREELAND John R. Freeland, President

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ARTICLES OF INCORPORATION OF NOBLE-MET, LTD.
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF NOBLE-MET, LTD.
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF NOBLE-MET, LTD.

EX-3.6

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Exhibit 3.6

BY-LAWS
OF
NOBLE-MET, LTD.

ARTICLE I—OFFICES

        The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II—MEETING OF SHAREHOLDERS

Section 1—Annual Meetings:

        The annual meeting of the shareholders of the Corporation, shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2—Special Meetings:

        Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Law of the State of VIRGINIA ("Corporation Law").

Section 3—Place of Meetings:

        All meetings of shareholders shall be held at the principa1 office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

Section 4—Notice of Meetings:

        (a)   Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

        (b)   Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

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Section 5—Quorum:

        (a)   Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

        (b)   Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6—Voting:

        (a)   Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

        (b)   Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

        (c)   Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

        (d)   Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE III—BOARD OF DIRECTORS

Section 1—Number, Election and Term of Office:

        (a)   The number of the directors of the Corporation shall be four (4), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

        (b)   Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be

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elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

        (c)   Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2—Duties and Powers:

        The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3—Annual and Regular Meetings; Notice:

        (a)   A regular annual meeting of the Board of Directors shall be held immediately following the annual, meeting of the shareholders, at the place of such annual meeting of shareholders.

        (b)   The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

        (c)   Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4—Special Meetings; Notice:

        (a)   Special Meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

        (b)   Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

        (c)   Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5—Chairman:

        At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

4

Section 6—Quorum and Adjournments:

        (a)   At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws.

        (b)   A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7—Manner of Acting:

        (a)   At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

        (b)   Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8—Vacancies:

        Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9—Resignation:

        Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10—Removal:

        Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11—Salary:

        No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

5

Section 12—Contracts:

        (a)   No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

        (b)   Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13—Committees:

        The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV—OFFICERS

Section 1—Number, Qualifications, Election and Term of Office:

        (a)   The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary.

        (b)   The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

        (c)   Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2—Resignation:

        Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

6

Section 3—Removal:

        Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

Section 4—Vacancies:

        A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5—Duties of Officers:

        Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6—Sureties and Bonds:

        In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7—Shares of Other Corporations:

        Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V—SHARES OF STOCK

Section 1—Certificate of Stock:

        (a)   The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary, or any Assistant Secretary, and may bear the corporate seal.

        (b)   No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

        (c)   The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

7

Section 2—Lost or Destroyed Certificates:

        The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3—Transfers of Shares:

        (a)   Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

        (b)   The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4—Record Date:

        In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI—DIVIDENDS

        Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII—FISCAL YEAR

        The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

8

ARTICLE VIII—CORPORATE SEAL

        The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX—AMENDMENTS

Section 1—By Shareholders:

        All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2—By Directors:

        The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with, respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-laws regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

        The undersigned certify the foregoing by-laws have been adopted as the first by-laws of the Corporation, in accordance with the requirements of the Corporation Law.

Dated: January 2, 1989

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AMENDMENT TO THE BYLAWS
OF
NOBLE-MET, LTD.

        WHEREAS, pursuant to Article IX of the Bylaws of Noble-Met, Ltd., a Virginia corporation (the "Corporation"), a unanimous written consent was adopted by the board of directors (the "Board") of the Corporation on February 24, 2003 amending the first sentence of Article III, Section 1(a) of the Corporation's Bylaws to read as follows:

"The number of the directors of the Corporation shall be three (3), unless and until otherwise determined by vote of a majority of the entire Board of Directors."

The reminder of this Article III, Section 1(a), shall remain the same as the original Bylaws.

* * *

        IN WITNESS WHEREOF, the foregoing Amendment to the Bylaws was adopted by the Board effective as of February 24, 2003.

/s/  STEVEN D. NEUMANN Steven D. Neumann,
Assistant Secretary

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BY-LAWS OF NOBLE-MET, LTD.
AMENDMENT TO THE BYLAWS OF NOBLE-MET, LTD.

EX-3.7

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Exhibit 3.7

AMENDED AND RESTATED
ARTICLES OF INCORPORATION

        1.     The name of the Corporation is UTI Corporation.

        2.     The location and post office address of the registered office of the Corporation in this Commonwealth is 200 W. Seventh Avenue, Trappe, Collegeville, Pennsylvania 19426.

        3.     The purpose or purposes for which the Corporation is incorporated are to engage in and to do any lawful act concerning any and all lawful business, including manufacturing, for which corporations may be incorporated under the Pennsylvania Business Corporation Law, Act of May 5, 1933, as amended.

        4.     The term of the existence of the Corporation is perpetual.

        5.     The aggregate number of shares which the Corporation shall have authority to issue is Four Million Twenty-Five Thousand (4,025,000) shares,, consisting of. One class of Common Stock, par value ? .10 per share. Holders of record of shares of Common Stock of the Corporation shall not be entitled to cumulate their votes in any election of directors.

        6.     For so long as the holders of a majority of the outstanding shares of Common Stock of the Corporation desire to maintain the Corporation's status as an S corporation, as defined in Section 1361 of the Internal Revenue Code of 1986, as amended, no shares of Common Stock of the Corporation may be transferred of record or beneficially if such transfer would cause the Corporation's S status to terminate. Any such transfer of shares in violation of this Article shall be void, and the transferor shall continue to be considered for all purposes as the holder of such shares.

A-A-1

Microfilm Number		Filed with the Department of State on	DEC 19
Entity Number	366567	ACTING    Secretary of the Commonwealth

ARTICLES OF AMENDMENT—DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev. 89)

        In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.

The name of the corporation is:     UTI Corporation    

2.

The (a) address of this corporation's current registered office in this Commonwealth or (b) commercial registered office provider and the county or venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department):

(a)	200 West Seventh Avenue	Trappe	Pennsylvania	19426	Montgomery
	Number and Street	City	State	Zip	County
(b)
	Name of Commercial Registered Office Provider				County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes

3.

The statute by or under which it was incorporated is: Business Corporation Law, May 5, 1933

4.

The original date of its incorporation is: December 22, 1969

5.

(Check, and if appropriate complete, on of the following):

ý    The amendment shall be effective upon filing these Articles of Incorporation in the Department of State.

o    The amendment shall be effective on:                                                                          

6.

(Check one of the following):

ý    The amendment was adopted by the shareholders pursuant to 15 Pa.C.S. § 1914(a) and (b)

o    The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7.

Check, and if appropriate complete, one of the following):

o    The amendment adopted by the corporation, set forth in full, is as follows:

        DSCB:15-1915 (Rev. 89)-2

8.

(Check if the amendment restates the Articles);

o    The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

A-A-2

        IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Incorporation to be signed by a duly authorized officer thereof this 7th day of Dec, 1998.

UTI CORPORATION
BY:	/s/  ILLEGIBLE (Signature)
TITLE:	President

A-A-3

        "FIFTH: The aggregate number of shares of all classes of stock which the corporation shall have authority to issue is Four Million Twenty Five Thousand (4,025,000) shares of common stock par value 10¢ per share as follows:

        A. Forty Thousand Two Hundred Fifty (40,250) shares of common stock Class A;

        B. Three Million Nine Hundred Eighty Four Thousand Seven Hundred Fifty (3,984,750) shares of common stock Class B.

        The shares of Class A common Stock and Class B common stock shall be entitled in all respects to equal rights and privileges except that each Class A share shall be entitled to one (1) vote on all matters as to which shareholders are entitled to vote and none of the Class 3 shares shall be entitled to vote on any matter."

A-A-4

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AMENDED AND RESTATED ARTICLES OF INCORPORATION

EX-3.8

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Exhibit 3.8

UTI CORPORATION

BY-LAWS

ARTICLE I

SHAREHOLDERS MEETING

        1.1    PLACE.    Meetings of shareholders shall be held at the principal office of the Corporation or at such other place within or without the Commonwealth of Pennsylvania as may be fixed by the Board of Directors.

        1.2    ANNUAL MEETING.    An annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held at 10:00 A.M. on the second Tuesday in March of each year, if such day is not a legal holiday, and if a legal holiday, then on the first following day that is not a legal holiday; or the annual meeting shall be held at such day and hour as may be fixed by the Board of Directors.

        1.3    SPECIAL MEETINGS.    Special meetings of shareholders may be called at any time by the President, by the Board of Directors or by shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the meeting.

        1.4    NOTICE.    Written notice, stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the general nature of the business to be transacted shall be given by, or at the direction of, the person calling the meeting to each shareholder of record entitled to vote at the meeting at least five days prior to the day named for the meeting, unless in a particular case a longer period of notice is required by law.

        1.5    QUORUM.    A quorum at any meeting of shareholders shall consist of the presence, in person or by proxy, of share holders entitled to cast a majority of the votes which all shareholders are entitled to cast on a particular matter, except that in the case of a meeting called for the election of directors and adjourned for the lack of a quorum, shareholders entitled to vote who attend the second adjourned meeting shall constitute a quorum for the election of directors. When a quorum is present, except as may be otherwise specified in the Articles of Incorporation or provided by law, each matter shall be decided by the vote of the holders of a majority of the votes entitled to be cast on such matter by the shareholders present in person or by proxy at the meeting. The Board of Directors may, by resolution, provide for participation of shareholders in any shareholders' meeting by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other. Shareholders, so participating in a shareholders' meeting, shall be deemed present thereat.

        1.6    UNANIMOUS CONSENT.    Any action which may be taken at a meeting of the shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.

        1.7    SHAREHOLDERS' LIST.    The officer or agent having charge of the transfer books for shares of the Company shall make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order with the address of and the number of shares held by each such shareholder. The list shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours and shall also be produced and kept open at the time and place of each meeting of shareholders and shall be subject to the inspection of any shareholder during the whole time of each meeting of shareholders.

        1.8    RECORD DATE.    The Board of Directors may fix a time, not more than fifty days prior to the date of any meeting of share holders, or the date fixed for the payment of any dividend or

distribution, or the date for the allotment of rights or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case, only such shareholders as shall be shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after any record date fixed, as aforesaid.

ARTICLE II

DIRECTORS

        2.1    BOARD OF DIRECTORS.    The business and property of the Company shall be managed by a Board of Directors which consists of five members. The Board of Directors shall have power to increase or decrease the authorized number of directors provided that that number shall at no time be more than seven or less than three. Directors need not be shareholders.

        2.2    ELECTION AND TERM OF OFFICE.    Except as provided herein, directors shall be elected by the shareholders at each annual meeting to hold office until the next succeeding annual meeting and until their successors shall have been elected and qualified.

        2.3    VACANCIES.    Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall serve until the next annual meeting of shareholders and until his successor is elected and qualified.

        2.4    ANNUAL MEETING.    An annual meeting of the Board of Directors shall be held each year as soon as practicable after the annual meeting of shareholders, at the place where such meeting of shareholders was held or at such other place as the Board of Directors may determine for the purpose of organization, election of officers and the transaction of any other business as may properly be brought before the meeting. No notice of any kind of the annual meeting of the Board of Directors need be given to either old or new directors.

        2.5    REGULAR MEETINGS.    Regular meetings of the Board of Directors may be held without notice at such times and at such places as the directors may determine from time to time.

        2.6    SPECIAL MEETINGS.    Special meetings of the Board of Directors may be called by the President or a majority of the directors then in office and shall be held on notice by letter or telegram mailed or delivered for transmission not later than on the second day immediately preceding the day of such meeting, or by word of mouth or telephone received not later than during the day immediately preceding the day of such meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.

        2.7    EFFECT OF PRESENCE AT MEETINGS.    A director present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered on the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before or immediately after the adjournment of the meeting, but a director who voted in favor of such action shall have no right to dissent therefrom. A director who participates in a meeting by means of a conference telephone shall be deemed present thereat for purposes of this section.

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        2.8    QUORUM.    A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. The Board of Directors may, by resolution, provide that directors may participate in meetings of the Board by conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other. Directors so participating will be deemed present.

        2.9    UNANIMOUS CONSENT.    Any action which may be taken at a meeting of the directors or members of one of the committees, appointed by the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the directors or members' of the Committee, as the case may be, and shall be filed with the Secretary of the Company.

        2.10    PAYMENTS TO DIRECTORS.    The directors may be reimbursed their expenses of attending Board meetings and committee meetings and may be paid a fixed sum for attendance at each meeting or a stated salary as director, and such other compensation for their services as may, from time to time, be fixed by the Board of Directors. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor.

ARTICLE III

COMMITTEES

        3.1    ELECTION.    The Board of Directors may by resolution adopted by a majority of the directors then in office appoint from their members each year, one or more committees, which shall include such members, not less than two, as the Board of Directors may from time to time determine.

        3.2    POWERS AND QUORUM.    These committees shall have power to manage the general business and affairs of the Company, in accordance with the respective resolutions by which they are established and subject always to the superior direction and control of the Board of Directors. All persons dealing with the Company shall have the right to rely upon any resolution adopted by a majority vote of the members of the committees then in office to the same extent as if it had been duly adopted by the Board of Directors. A quorum for action by any committee shall be a majority of the members of the Committee then in office.

        In the absence of or upon the disqualification of any member of a committee, the other member or members, present at any meeting of the committee, who are not themselves disqualified, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in place of any such absent or disqualified member.

        3.3    MEETINGS AND NOTICES.    The committees, by resolution, may fix regular meeting dates, of which no notice need be given to members of the committees. Special meetings may be held at the call of the Chairmen of the committees. Notice of the place, day and hour of each special meeting shall be given to each member either by written notice mailed at least two days before the meeting or by notice given personally or by telephone or telegram at least twenty-four hours before the meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the committee: need be specified in the notice, or waiver of notice, of such meeting.

        3.4    BOARD SUBMISSION.    All action taken by the committees shall be reported to the Board not later than the next succeeding regular meeting of the Board.

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ARTICLE IV

OFFICERS

        4.1    NUMBER.    The officers of the Company shall be a Chairman of the Board, a President, a Vice President, a Secretary, a Treasurer and such additional vice presidents and assistant officers as the Board of Directors may elect or appoint. Any two or more offices may be held by the same person. None of the officers need be a member of the Board of Directors.

        4.2    ELECTION.    Officers and assistant officers shall be elected annually by the Board of Directors at its annual meeting, or as soon thereafter as possible. Each officer and assistant officer shall hold office until his successor is elected, or appointed, and qualified or until his death, resignation or removal at any time by the Board of Directors.

        4.3    VACANCIES.    Any vacancy in any office by reason of death, resignation or removal or by reason of the creation of a new office may be filled by the Board of Directors.

        4.4    GENERAL DUTIES.    All officers and assistant officers, as between themselves and the Company, shall have such authority and perform such duties in the management of the property and affairs of the Company as may be provided in these by-laws and as may be determined by resolution of the Board of Directors not inconsistent with these by-laws.

        4.5    CHAIRMAN OF THE BOARD.    The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors.

        4.6    PRESIDENT.    The President shall be the chief executive officer of the Company and shall have active executive management of its operations, subject, however, to the control of the Board of Directors. He shall, in general, perform all duties incident to the office of chief executive officer and such other duties as may be assigned by the Board of Directors.

        4.7    VICE PRESIDENTS.    The Vice President (or in the event there be more than one vice president, the vice presidents In the order designated, or in the absence of any designation, then in the order of their election) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

        4.8    SECRETARY.    The Secretary shall be custodian of the books and records of the Company other than those in the custody of the Treasurer. He shall be custodian of the seal and is hereby authorized to affix the seal to all documents, the execution and delivery of which are duly authorized. The Secretary shall record the minutes of all meetings of stockholders and of the Board of Directors and shall be responsible for the giving of all notices of such meetings in accordance with these by-laws. The Secretary shall, in general, perform such other duties as are incident to the office of Secretary and as may be assigned to him by the Board of Directors or by the President.

        4.9    TREASURER.    The Treasurer shall be the financial officer of the Company. He shall have charge and custody of, and be responsible for, all funds of the Company, and the books and records relating to the same, and shall deposit all such funds in the name Of the Company in depositories selected by the Board of Directors. He shall render to the President and the Board of Directors, upon request, an account of all his transactions as Treasurer and of the financial condition of the Company. The Treasurer shall, in general, perform such other duties as are incident to the office of Treasurer and as may be assigned to him by the Board of Directors or by the President. The Treasurer shall, if required to do so by the Board of Directors, furnish bond in such form and amount and to cover such risks as the Board of Directors may determine.

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ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER PERSONS

        5.1    Each person who was or is a party and each person who is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is, or was, a director or officer, of the Company, or is or was serving at the request of the Company as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Company to the full extent permitted by the laws of the Commonwealth of Pennsylvania as in effect at the time of such indemnification. The foregoing right of indemnification shall inure to the benefit of the heirs, executors and administrators of each such person; shall not be exclusive of any other rights of indemnification to which any director, officer, trustee or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of shareholders or directors, or otherwise; and shall continue as to each such person who has ceased to be a director, officer or trustee.

ARTICLE VI

FINANCIAL STATEMENTS—TO SHAREHOLDERS

        6.1    Notwithstanding the provisions of Section 318 of the Pennsylvania Business Corporation Law, financial reports to shareholders shall be sent to shareholders at such times, shall contain such information, shall cover such periods and shall be in such form as the Board of Directors shall from time to time determine. Such reports shall be verified by an accountant, who need not be a certified public accountant and who may be a director or full-time employee of the Company, elected by the Board of Directors.

ARTICLE VII

STOCK CERTIFICATES

        7.1    Stock certificates shall be issued to all shareholders. Every stock certificate shall be signed by the President or Vice President and the Secretary, the Treasurer, or such other officers as the Board of Directors may direct and shall be sealed with the corporate seal which may be a facsimile, engraved or printed. Where the certificates are signed by a transfer agent or a registrar, the signature of any officer of the Company appearing thereon may be a facsimile, engraved or printed. The fact that an officer whose signature, manual or in facsimile, appears on stock certificates, issued or on hand, shall cease to be an officer of the Company shall not invalidate any of such certificates.

        7.2    LOSS OR DESTRUCTION OF STOCK CERTIFICATES.    In case of loss or destruction of a certificate of stock, no new certificate shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction and, in the discretion of the Board of Directors, upon the posting of a bond or other indemnity in an amount satisfactory to the Board.

ARTICLE VIII

NOTICES

        8.1    Any notice required to be given under these by-laws may be effectively waived by the person entitled thereto by written waiver signed before or after the meeting to which such notice would relate or by attendance at such meeting otherwise than for the purpose of protesting lack of notice.

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ARTICLE IX

AMENDMENTS

        9.1    These by-laws may be altered, amended or repealed and new by-laws may be adopted by the affirmative vote of a majority of all the directors of the Company or by the affirmative vote of shareholders entitled to cast a majority of the votes which all shareholders are entitled to cast at any annual, regular or special meeting of directors or shareholders, as the case maybe, after notice to the shareholders or directors of that purpose.

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Exhibit 3.8

UTI CORPORATION BY-LAWS

EX-3.9

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Exhibit 3.9

ARTICLES OF INCORPORATION
OF
SPECTRUM MANUFACTURING, INC.

        We, the persons hereinafter named as incorporators, for the purpose of associating to establish a corporation, under the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law of the State of Nevada, do hereby adopt and make the following Articles of Incorporation:

        FIRST:    The name of the corporation (hereinafter called the corporation) is:

SPECTRUM MANUFACTURING, INC.

        SECOND:    The principal office of the corporation within the State of Nevada is to be located at Crowell Building, c/o The Prentice-Hall Corporation System, Nevada, Inc., 402 North Carson Street, Carson City 89701.

        THIRD:    The nature of the business of the corporation and the objects or the purposes to be transacted, promoted or carried on by it are as follows:

        To carry on and conduct a contracting business including, constructing, enlarging, repairing, remodeling or otherwise engaging in any work upon buildings, roads, sidewalks, highways, bridges or manufacturing plants.

        To engage in any lawful activity without limitation.

        FOURTH:    The total number of shares that may be issued by the corporation is One Thousand (1,000), all of which are without nominal or par value. All such shares are of one class and are designated as Common Stock.

        No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purpose of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, by the Board of Directors to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

        FIFTH:    The governing board of the corporation shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director."

        The number of members constituting the first Board of Directors of the corporation is three; and the name and the post office address of each of said members are as follows:

NAME	ADDRESS
William Fricke	971 North Oakton St., Elk Grove Village, IL 60007
Thomas Brandseth	971 North Oakton St., Elk Grove Village, IL 60007
James Cerialia	971 North Oakton St., Elk Grove Village, IL 60007

        The number of directors of the corporation may be increased or decreased in the manner provided in the ByLaws of the corporation; provided, that no decrease shall be to a number less than that permitted by law. In the interim between annual and special meetings of stockholder entitled to vote all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

        SIXTH:    No shares of capital stock of the corporation and no shares of stock without par value of the corporation, as the case may be, shall, after the amount of the subscription price has been paid or after the par value of any shares of stock with par value which the corporation may be authorized to issue has been paid and/or after the consideration fixed by the Board of Directors for any shares of stock without par value which the corporation may be authorized to issue has been paid, be subject to assessment to pay the debts of the corporation. Any paid-up shares of stock of the corporation and any shares of stock of the corporation issued as fully paid up, whether with par value and/or without par value, shall not be assessable or assessed in any manner and for any cause.

        SEVENTH:    The name and the post office address of each of the incorporators signing these Articles of Incorporation are as follows:

NAME	ADDRESS
Robert G. Dickerson	229 South State Street, Dover, Delaware
Jane A. Kent	229 South State Street, Dover, Delaware
Zadoc A. Pool, III	229 South State Street, Dover, Delaware

        EIGHTH:    The corporation shall have perpetual existence.

        NINTH:    The holders of a majority of the outstanding shares of stock of the voting power, as the case may be, shall constitute a quorum at a meeting of stockholders for the transaction of any business unless the action to be taken at the meeting shall require a greater proportion.

        In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be preserved as working capital over and above its paid-in capital stock, to authorize and cause to be executed, mortgages and liens upon the real and personal property of the corporation.

        TENTH:    The corporation shall, to the fullest extent permitted by the General Corporation Law of Nevada, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any ByLaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity which holding such office, and shall continue as to a person who has ceased to be a director, office, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

        ELEVENTH:    The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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        IN WITNESS HEREOF, we do hereby execute these Articles of Incorporation on December 19, 1978.

/s/  ROBERT G. DICKERSON Robert G. Dickerson

/s/  JANE A. KENT Jane A. Kent

/s/  ZADOC A. POOL, III Zadoc A. Pool, III

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STATE OF DELAWARE	)
	)	SS.:
COUNTY OF KENT	)

        On this 19th day of December, 1978, personally appeared before me, a Notary Public in and for the State and County aforesaid, Robert G. Dickerson, Jane A. Kent and Zadoc A. Pool, III, known to me to be the persons described in and who executed the foregoing Articles of Incorporation, and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.

        WITNESS my hand and official seal, the day and year first above written.

/s/  NANCY S. TRUAX Nancy S. Truax
Notary Public

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EX-3.10

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Exhibit 3.10

BYLAWS

OF

SPECTRUM MANUFACTURING, INC.
(A Nevada Corporation)

ARTICLE I

STOCKHOLDERS

        1.    CERTIFICATES REPRESENTING STOCK.    Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the General Corporation Law of Nevada. If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk or by a registrar other than the corporation, a facsimile of the signature of any such officers or agents designated by the Board may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be Issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation.

        Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall Issue any shares of special stock, the certificates representing shares of any such class or series or of any such partly special stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

        The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to Indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

        2.    FRACTIONAL SHARE INTERESTS.    The corporation shall not be obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may pay to any person otherwise entitled to become a holder of a fraction of a share an amount In cash specified for such purpose as the value thereof in the resolution of the Board of Directors, or other Instrument pursuant to which such fractional share would otherwise be issued, or, if not specified therein, then as may be determined for such purpose by the Board of Directors of the Issuing corporation; or may execute and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as therein provided for full share certificates, but such scrip shall not entitle the holder to any rights as a stockholder except as therein provided. Such scrip may provide that it shall become void unless the rights of the holders are exercised within a specified period

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and may contain any other provisions or conditions that the corporation shall deem advisable. Whenever any such scrip shall cease to be exchangeable for full share certificates, the shares that would otherwise have been issuable as therein provided shall be deemed to be treasury shares unless the scrip shall contain other provision for their disposition.

        3.    STOCK TRANSFERS.    Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

        4.    RECORD DATE FOR STOCKHOLDERS.    For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights In respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which snail not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        5.    MEANING OF CERTAIN TERMS.    As used in these bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to Issue only one class of shares of stock, and said reference is also Intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation.

        6.    STOCKHOLDER MEETINGS.

        - TIME.    The annual meeting shall be held on the second Monday in December at 10:00 o'clock A.M. of each year. Each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

        - PLACE.    The annual meeting of stockholders commencing with the year 1979, shall be held at 971 North Oakton Street, Elk Grove Village, Illinois, or at such other place, within or without the State

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of Nevada, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal office of the corporation in the State of Nevada.

        - CALL.    Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

        - NOTICE OR WAIVER OF NOTICE.    Notice of all meetings shall be in writing and signed by the President or a Vice-President, or the Secretary, or an Assistant Secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid, to each stockholder not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and whenever notice of any kind Is required to be given under the provisions of the General Corporation Law, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto.

        - CONDUCT OF MEETING.    Meetings of the stockholders shall be presided over by one of the following officers In the order of seniority and if present and acting—the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to "be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

        - PROXY REPRESENTATION.    Every stockholder may authorize another person or persons to act for him by proxy appointed by an instrument in writing in all matters in which a stockholder is entitled to participate, whether by voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be executed by the stockholder or by his attorney-in-fact. No proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest or unless it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution.

        - INSPECTORS.    The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more Inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

        - QUORUM.    The holders of a majority of the outstanding shares of stock or of the voting power, as the case may be, shall constitute a quorum at a meeting of stockholders for the transaction of any

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business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

        - VOTING.    Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law, the Articles of Incorporation, or these ByLaws prescribe a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the General Corporation Law, voting by ballot shall not be required for any other action.

        7.    STOCKHOLDER ACTION WITHOUT MEETINGS.    Any action, except the election of directors, and except as may otherwise be provided by the General Corporation Law, which may be taken by the vote of stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power; provided that if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consents shall be required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

DIRECTORS

        1.    FUNCTIONS AND DEFINITION.    The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof for services in any capacity. The use of the phrase "Whole Board" herein refers to the total number of directors which the corporation would have if there were no vacancies.

        2.    QUALIFICATIONS AND NUMBER.    At least one director must be a citizen of the United States, and each director must be of full age. A director need not be a stockholder or a resident of the State of Nevada. The initial Board of Directors shall consist of three persons. Thereafter the number of directors constituting the whole Board shall be at least three, except that, in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of such stockholders. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three. The number of directors may be increased or decreased by action of the stockholders or of the directors.

        3.    ELECTION AND TERM.    The first Board of Directors shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including any vacancies resulting from the removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be filled by the vote of a majority of the remaining directors then In office, although less than a quorum, or by the sole remaining director.

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        4.    NESTINGS.

        - TIME.    Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly-elected Board shall be held as soon after its election as the directors may conveniently assemble.

        - PLACE.    Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

        - CALL.    No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

        - NOTICE OR AST UAL OR CONSTRUCTIVE WAIVER.    No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.

        - QUORUM AND ACTION.    A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Articles of Incorporation or these ByLaws may otherwise provide, and except as otherwise provided by the General Corporation Law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation law and these ByLaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

        - CHAIRMAN OP THE MEETING.    The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

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        - REMOVAL OP DIRECTORS.    Any or all of the directors may be removed for cause or without cause by the Holder of at least two thirds of the outstanding stock of the corporation. One or more of the directors may be removed for cause by the Board of Directors.

        - COMMITTEES.    Whenever its number consists of two or more, the Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation and each committee to have such as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp.

        - INFORMAL ACTION.    Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or committee, as the case may be.

ARTICLE III

OFFICERS

        1.     The corporation shall have a President, a Secretary, a Treasurer, a Resident Agent, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President,, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers, agents and factors with such titles as the resolution choosing them shall designate. Each of any such officers, agents, and factors shall be chosen by the Board of Directors or chosen in the manner determined by the Board of Directors.

        2.    QUALIFICATIONS.    Except as may otherwise be provided in the resolution choosing him, no officer other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need be a director.

        Any two or more offices may be held by the same person, as the directors may determine.

        3.    TERM OF OFFICE.    Unless otherwise provided in the resolution choosing him, each officer, except the Resident Agent, shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified. The Resident Agent shall serve until his or its successor shall have been chosen and qualified.

        Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board.

        Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board.

        4.    DUTIES AND AUTHORITY.    All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions or instruments may be inconsistent therewith.

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ARTICLE IV

PRINCIPAL OFFICE—RESIDENT AGENT—RECORDS

        The location of the principal office of the corporation in the State of Nevada is Crowell Building, c/o The Prentice-Hall Corporation System, Nevada, Inc., 402 North Carson Street, Carson City, Nevada 89701; and the name of the resident agent of the corporation in charge of said principal office is The Prentice-Hall Corporation System, Nevada, Inc.

        The corporation shall maintain at said principal office a copy of its Articles of Incorporation, and all amendments thereto, and a copy of these ByLaws, and all amendments thereto, as certified by the Secretary of the corporation. The corporation shall also keep at said principal office a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively or a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

ARTICLE V

CORPORATE SEAL OR STAMP

        The corporate seal or stamp shall be in such form as the Board of Directors may prescribe.

ARTICLE VI

FISCAL YEAR

        The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

        The power to amend, alter, and repeal these ByLaws and to make new ByLaws shall be vested in the Board of Directors subject to the ByLaws, if any, of the stockholders.

        I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the ByLaws of SPECTRUM MANUFACTURING, INC., a Nevada corporation, as in effect on the date hereof.

        WITNESS my hand and the seal or stamp of the corporation.

        Dated:

/s/  THOMAS BRANCKETS Secretary of
SPECTRUM MANUFACTURING, INC.

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AMENDMENT TO THE BY-LAWS

SPECTRUM MANUFACTURING, INC.

        The Corporation may make loans to its Officers and Directors provided said loans do not impair the capital structure and credit worthiness of the Corporation, and further provided that said loans are at current interest rates for a term not to exceed 3 years and secured by collateral. All such loan transactions shall be considered and voted upon at a Board of Directors Meeting.

AMENDMENT TO THE BYLAWS

OF

SPECTRUM MANUFACTURING, INC.

November 30, 2001

        WHEREAS, pursuant to Article VII of the Bylaws of Spectrum Manufacturing, Inc. (the "Corporation") and Section 78.320(2) of the Nevada General Corporation Law, Article I, Section 7, is amended to read in full as follows:

"Any action, which may be taken by the vote of stockholders at a meeting, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power; provided that if any greater proportion of voting power is required for such action at a meeting then such greater proportion of written consents shall be required. In no instance where action is authorized by written consent need a meeting of a stockholder be called or noticed."

        IN WITNESS WHEREOF, the foregoing Amendment to the Bylaws was adopted by the directors of the Corporation effective as of November 30, 2001.

/s/  STEVEN D. NEUMANN Steven D. Neumann, Assistant Secretary

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Exhibit 3.10

BYLAWS OF SPECTRUM MANUFACTURING, INC. (A Nevada Corporation)

EX-3.11

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Exhibit 3.11

RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN TECHNICAL MOLDING, INC.

        ARTICLE I:    The name of the corporation (hereinafter referred to as the "Corporation") is AMERICAN TECHNICAL MOLDING, INC.

        ARTICLE II:    The existence of the Corporation is perpetual.

        ARTICLE III:    The purpose of the Corporation is to engage in any lawful act or activity for which a Corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

        ARTICLE IV:    The total number of shares which the Corporation is authorized to issue is 100, all of which are of one class and are common shares.

        ARTICLE V:    In the interim between meetings of shareholders held for the election of directors or for the removal of one or more directors and the election of the replacement or replacements thereat, any vacancy which results by reason of the removal of a director or directors by the shareholders entitled to vote in an election of directors, and which has not been filled by said shareholders, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director, as the case may be.

        ARTICLE VI:    The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

        ARTICLE VII:    The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code of the State of California) for breach of duty to the Corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code of the State of California, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code of the State of California.

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RESTATED ARTICLES OF INCORPORATION OF AMERICAN TECHNICAL MOLDING, INC.

EX-3.12

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Exhibit 3.12

AMERICAN TECHNICAL MOLDING, INC.

RESTATED
BYLAWS

Adopted
as of
December 22, 2000

BYLAWS
OF
AMERICAN TECHNICAL MOLDING, INC.
(a California corporation)

ARTICLE I

SHAREHOLDERS

        1.    CERTIFICATES FOR SHARES.    Each certificate for shares of the corporation shall set forth thereon the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by Sections 416 - 419, inclusive, and other relevant Sections of the General Corporation Law of the State of California (the "General Corporation Law") and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of 1968 of the State of California and any other applicable provision of law. Each such certificate issued shall be signed in the name of the corporation by the President or a Vice President, if any, and by the chief financial officer or an Assistant Treasurer or the Secretary or any Assistant Secretary. Any or all of the signatures on a certificate for shares may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

        In the event that the corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

        The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner's legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

        2.    FRACTIONAL SHARES.    Subject to, and in compliance with, the provisions of Section 407 and any other provisions of the General Corporation Law, the corporation may, but need not, issue fractions of a share originally or upon transfer. If the corporation does not issue fractions of a share, it shall in connection with any original issuance of shares arrange for the disposition of fractional interests by those entitled thereto, or pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A determination by the Board of Directors of the fair value of fractions of a share shall be conclusive in the absence of fraud. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the condition that they shall become void if not exchanged for a certificate or certificates representing a full share or full shares, as the case may be, before a specified date or that any of the shares for which scrip or warrants are exchangeable may be sold by the corporation, and any proceeds thereof distributed to the holder of any such scrip or warrants, or any other condition which the Board of Directors may impose.

        3.    SHARE TRANSFERS.    Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers

of shares of the corporation shall be made only on the record of shareholders of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

        4.    RECORD DATE FOR SHAREHOLDERS.    In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days or fewer than ten days prior to the date of such meeting or more than sixty days prior to any other action.

        If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

        A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five days from the date set for the original meeting.

        Except as may be otherwise provided by the General Corporation Law, shareholders at the close of business on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

        5.    MEANING OF CERTAIN TERMS.    As used in these Bylaws in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

        6.    SHAREHOLDER MEETINGS.

        6.1    TIME.    An annual meeting for the election of directors and for the transaction of any other proper business and any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.

        6.2    PLACE.    Annual meetings and special meetings shall be held at such place, within or without the State of California, as the directors may, from time to time, fix. Whenever the

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directors shall fail to fix such place, the meeting shall be held at the principal executive office of the corporation.

        6.3    CALL.    Annual meetings may be called by the directors, by the Chairman of the Board, if any, the President, the Secretary, or by any officer instructed by the directors to call the meeting. Special meetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent of the votes at the meeting being called.

        6.4    NOTICE.    Written notice stating the place, day, and hour of each meeting, and, in the case of a special meeting, the general nature of the business to be transacted or, in the case of an Annual Meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, shall be given not less than ten days (or not less than any such other minimum period of days as may be prescribed by the General Corporation Law) or more than sixty days (or more than any such maximum period of days as may be prescribed by the General Corporation Law) before the date of the meeting, either personally or by mail or other means of written communication, charges prepaid by or at the direction of the directors, the President, if any, the Secretary or the officer or persons calling the meeting, addressed to each shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located. Such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, or sent by other means of written communication addressed to the shareholder at his address as it appears on the stock transfer books of the corporation. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of notice to be presented by the Board of Directors for election. At an annual meeting of shareholders, any matter relating to the affairs of the corporation, whether or not stated in the notice of the meeting, may be brought up for action except matters which the General Corporation Law requires to be stated in the notice of the meeting. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if the adjournment is for more than forty-five days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

        Upon request in writing to the Chairman of the Board, the President, the Vice President or the Secretary, by any person (other than the Board of Directors) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice, or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 of the General Corporation Law shall apply to such application.

        The transactions of any meeting, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the shareholders entitled to vote, but not present in person or by proxy, signs (or his proxy signs) a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals

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shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting constitutes a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice but not so included, if such objection is expressly made at the meeting. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof.

        6.5    CONDUCT OF MEETING.    Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the President, a Vice President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.

        6.6    PROXY REPRESENTATION.    Every shareholder may authorize another person or persons to act as his proxy at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law. As used herein, a "proxy" shall be deemed to mean a written authorization signed or an electronic transmission authorized by a shareholder or a shareholder's attorney in fact giving another person or persons power to vote with respect to the shares of such shareholder, and "signed" as used herein shall be deemed to mean the placing of such shareholder's name or other authorization on the proxy, whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise by the shareholder or the shareholder's attorney in fact. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

        6.7    INSPECTORS—APPOINTMENT.    In advance of any meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse, at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

        The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

        6.8    QUORUM; VOTE; WRITTEN CONSENT.    The holders of a majority of the voting shares shall constitute a quorum at a meeting of shareholders for the transaction of any business. The shareholders present at a duly called or held meeting at which a quorum is present may

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continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat, but no other business may be transacted except as hereinbefore provided.

        In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to exercise the right of cumulative voting at a meeting for the election of directors unless the candidate's name or the candidates' names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

        Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented and voting at the meeting; provided, that said shares voting affirmatively shall also constitute at least a majority of the required quorum.

        Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action which may be taken at any annual or special meeting may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

        Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

        7.    ANNUAL REPORT.    Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the General Corporation Law, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE II

BOARD OF DIRECTORS

        1.    FUNCTIONS.    Except as any provision of law may otherwise require, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers

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shall be exercised under the ultimate direction of the Board of Directors. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

        2.    QUALIFICATIONS AND NUMBER.    A director need not be a shareholder of the corporation, a citizen of the United States, or a resident of the State of California. The authorized number of directors constituting the Board of Directors until further changed shall be 3. The authorized number of directors constituting the Board of Directors shall be not less than 3, nor more than 9. Subject to the foregoing provisions and the provisions of Section 212 of the General Corporation Law, the number of directors may be changed from time to time by an amendment of these Bylaws. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

        3.    ELECTION AND TERM.    Directors who are elected to replace any or all of the members of the initial Board of Directors or who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, and including any other vacancies which the General Corporation Law authorizes directors to fill, except for a vacancy created by the removal of a director, may be filled by directors or by the sole remaining director, as the case may be, in the manner prescribed by Section 305 of the General Corporation Law. Vacancies occurring by reason of the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected may be filled by the directors if the Articles of Incorporation or a Bylaw adopted by the shareholders so provides. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the President, if any, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

        The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent other than to fill a vacancy created by removal shall require the consent of a majority of the shares.

        The name and the address of each initial director elected by the incorporator or incorporators are set forth in the minutes of the organization of the incorporator or incorporators at which each said initial director was elected, and said name and the address are hereby made a part of these Bylaws as if fully set forth therein.

        4.    MEETINGS.

        4.1    TIME.    Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

        4.2    PLACE.    Meetings may be held at any place, within or without the State of California, which has been designated in any notice of the meeting, or, if not stated in said notice or, if there is no notice given, at the place designated by resolution of the Board of Directors.

        4.3    CALL.    Meetings may be called by the Chairman of the Board, if any, by the President, by any Vice President, or by any two directors.

        4.4    NOTICE AND WAIVER THEREOF.    No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least four days' notice by mail or upon at least forty-eight hours' notice delivered

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personally or by telephone or by any other means authorized by the provisions of Section 307 of the General Corporation Law. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        4.5    QUORUM AND ACTION.    A majority of the authorized number of directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least either one-third of the authorized number of directors or at least two directors, whichever is larger, or unless the authorized number of directors is only one. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these Bylaws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Members of the Board of Directors may participate in a meeting through use of conference telephone or other communications equipment, and participation by such use constitutes presence in person at any such meeting, provided the conditions prescribed by the provisions of Section 307 of the General Corporation Law are met.

        A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.

        4.6    PARTICIPATION IN MEETING THROUGH USE OF COMMUNICATIONS EQUIPMENT.    Members of the Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at the meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

        A.    Each member participating in the meeting can communicate with all of the other members concurrently.

        B.    Each member is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

        C.    The corporation adopts and implements some means of verifying both of the following: (i) A person participating in the meeting is a director or other person entitled to participate in the meeting; and (ii) All actions of, or votes by, the Board of Directors are taken or cast only by the directors and not by persons who are not directors.

        4.7    CHAIRMAN OF THE MEETING.    The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if any and present and acting, or any director chosen by the Board, shall preside.

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        5.    REMOVAL OF DIRECTORS.    The entire Board of Directors or any individual director may be removed from office without cause by approval of the holders of at least a majority of the shares provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast, or, if such action is taken by written consent, in lieu of a meeting, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election were then being elected. If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

        6.    COMMITTEES.    The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors except such authority as may not be delegated by the provisions of the General Corporation Law.

        7.    WRITTEN ACTION.    Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the directors.

ARTICLE III

OFFICERS

        The corporation shall have a President and Secretary and such other officers with such titles and duties as may be necessary to enable it to sign instruments and share certificates. Subject to the foregoing, any number of offices may be held by the same person. The titles, powers, and duties of officers shall be set forth in the resolution or instrument choosing them. The Chairman of the Board, if any, and/or the President, if any, the Secretary, the chief financial officer, and any Vice President or other executive officer shall be chosen by the Board of Directors. Any Assistant Secretary, Assistant Treasurer or other junior officer shall be chosen by the Board of Directors or in the manner prescribed by the Board of Directors.

        The President shall be the general manager and chief executive officer of the corporation unless the resolution choosing him shall provide otherwise. The Treasurer shall be the chief financial officer unless the resolution choosing him shall provide otherwise.

        Unless otherwise provided in the resolution or instrument choosing the same, all officers shall be chosen for a term of office running until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been chosen and qualified.

        Any officer, or any agent chosen by the Board of Directors, may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby.

ARTICLE IV

BOOKS AND RECORDS—STATUTORY AGENT

        The corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of

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California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the Bylaws as amended to date.

        The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

        The name of the agent for service of process within the State of California is Corporation Service Company which does business in California as CSC-Lawyers Incorporating Service.

ARTICLE V

CORPORATE SEAL

        The corporate seal shall set forth the name of the corporation and the State and date of incorporation.

ARTICLE VI

FISCAL YEAR

        The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

        After the initial Bylaws of the corporation shall have been adopted by the Board of Directors of the corporation, the Bylaws may be amended or repealed or new Bylaws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; subject to Section 212, and other applicable provisions, of the General Corporation Law.

        I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Restated Bylaws of American Technical Molding, Inc., a California corporation, as in effect on the date hereof.

        WITNESS my hand and the seal of the corporation.

Dated: December 22, 2000

/s/ STEVEN D. NEUMANN Steven D. Neumann, Secretary

(SEAL)

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Exhibit 3.12

AMERICAN TECHNICAL MOLDING, INC. RESTATED BYLAWS Adopted as of December 22, 2000

EX-3.13

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Exhibit 3.13

CERTIFICATE OF INCORPORATION
OF
UTI HOLDING COMPANY

ARTICLE 1.
NAME

        The name of this corporation is UTI Holding Company. ("Corporation").

ARTICLE 2.
REGISTERED OFFICE AND AGENT

        The registered office of the Corporation shall be located at 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The registered agent of the Corporation at such address shall be The Corporation Trust Company.

ARTICLE 3.
PURPOSE AND POWERS

        The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law"). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

ARTICLE 4.
CAPITAL STOCK

        The total number of shares of stock that the Corporation shall have the authority to issue is 100 shares, all of which shall be Common Stock having a par value of $0.01 per share.

ARTICLE 5.
INCORPORATOR

        The name and mailing address of the incorporator (the "Incorporator") are Trina S.W. Zimmerman, Hogan & Hartson L.L.P., 1200 17^th Street, Suite 1500, Denver, Colorado 80202. The powers of the Incorporator shall terminate upon the filing of this Certificate of Incorporation.

ARTICLE 6.
BOARD OF DIRECTORS

6.1.    Initial Directors; Number; Election

        The following persons, having the following mailing addresses, shall serve as the directors of the Corporation until the first annual meeting of the stockholders of the Corporation or until their successors are elected and qualified:

NAME	MAILING ADDRESS
Thomas F. Lemker	200 West 7th Avenue Collegeville, PA 19426
Eric Muck	200 West 7th Avenue Collegeville, PA 19426
Peter J. Winnington	200 West 9th Street Plaza Wilmington, DE 19801

        The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.

6.2.    Management of Business and Affairs of the Corporation

        The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

6.3.    Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 6.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

ARTICLE 7.
AMENDMENT OF BYLAWS

        In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the bylaws of the Corporation.

ARTICLE 8.
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

        The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 8.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 6th day of March, 2001.

/s/  TRINA S.W. ZIMMERMAN Trina S. W. Zimmerman
Incorporator

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CERTIFICATE OF INCORPORATION OF UTI HOLDING COMPANY

EX-3.14

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Exhibit 3.14

BYLAWS

of

UTI HOLDING COMPANY

Adopted
as of
October 18, 2001

TABLE OF CONTENTS

			Page
1.	OFFICES		1
	1.1.	Registered Office	1
	1.2.	Other Offices	1
2.	MEETINGS OF STOCKHOLDERS		1
	2.1.	Place of Meetings	1
	2.2.	Annual Meetings	1
	2.3.	Special Meetings	1
	2.4.	Notice of Meetings	1
	2.5.	Waivers of Notice	1
	2.6.	Business at Special Meetings	2
	2.7.	List of Stockholders	2
	2.8.	Quorum at Meetings	2
	2.9.	Voting and Proxies	2
	2.10.	Required Vote	3
	2.11.	Action Without a Meeting	3
3.	DIRECTORS		4
	3.1.	Powers	4
	3.2.	Number and Election	4
	3.3.	Nomination of Directors	4
	3.4.	Vacancies	4
	3.5.	Meetings	5
		3.5.1. Regular Meetings	5
		3.5.2. Special Meetings	5
		3.5.3. Telephone Meetings	5
		3.5.4. Action Without Meeting	6
		3.5.5. Waiver of Notice of Meeting	6
	3.6.	Quorum and Vote at Meetings	6
	3.7.	Committees of Directors	6
	3.8.	Compensation of Directors	7
4.	OFFICERS		7
	4.1.	Positions	7
	4.2.	President	7
	4.3.	Vice President	7
	4.4.	Secretary	7
	4.5.	Assistant Secretary	7
	4.6.	Treasurer	8
	4.7.	Assistant Treasurer	8
	4.8.	Term of Office	8
	4.9.	Compensation	8
	4.10.	Fidelity Bonds	8
5.	CAPITAL STOCK		8
	5.1.	Certificates of Stock; Uncertificated Shares	8
	5.2.	Lost Certificates	8
	5.3.	Record Date	9
		5.3.1. Actions by Stockholders	9
		5.3.2. Payments	9
	5.4.	Stockholders of Record	9
6.	INDEMNIFICATION; INSURANCE		10
	6.1.	Authorization of Indemnification	10
	6.2.	Right of Claimant to Bring Action Against the Corporation	10

	6.3.	Non-exclusivity	11
	6.4.	Survival of Indemnification	11
	6.5.	Insurance	11
7.	GENERAL PROVISIONS		11
	7.1.	Inspection of Books and Records	11
	7.2.	Dividends	11
	7.3.	Reserves	12
	7.4.	Execution of Instruments	12
	7.5.	Fiscal Year	12
	7.6.	Seal	12

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BYLAWS

OF

UTI HOLDING COMPANY

1.    OFFICES

1.1.    Registered Office

        The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in charge thereof shall be The Corporation Trust Company.

1.2.    Other Offices

        The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

2.    MEETINGS OF STOCKHOLDERS

2.1.    Place of Meetings

        All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairperson or the President. Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be held at any place, but may instead be held by means of remote communication.

2.2.    Annual Meetings

        Unless directors are elected by written consent in lieu of an annual meeting, the Corporation shall hold annual meetings of stockholders, commencing with the year 2002, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairperson or the President, at which stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If a written consent electing directors is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

2.3.    Special Meetings

        Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairperson or the President.

2.4.    Notice of Meetings

        Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law") or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section or sections) of the Delaware General Corporation Law.

2.5.    Waivers of Notice

        Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or persons entitled to said notice, or a waiver

thereof by electronic transmission by the person entitled to said notice, delivered to the Corporation, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

2.6.    Business at Special Meetings

        Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is waived or is not required as provided in the Delaware General Corporation Law or these Bylaws).

2.7.    List of Stockholders

        After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder (but not the electronic mail address or other electronic contact information, unless the Board of Directors so directs) and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (2) during ordinary business hours, at the principle place of business of the Corporation. If the meeting is to be held at a place, then such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.8.    Quorum at Meetings

        Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

2.9.    Voting and Proxies

        Unless otherwise provided in the Delaware General Corporation Law or in the Corporation's Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation's capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or

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acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is held at a designated place or solely by means of remote communication, provided that (1) the Corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (2) the Corporation implements reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the Corporation.

2.10.    Required Vote

        When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control with respect to that vote on that matter. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.11.    Action Without a Meeting

        Any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the Delaware General Corporation Law for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent. A telegram, cablegram or other electronic transmission consenting to such action and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation

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in accordance with Section 228(d)(1) of the Delaware General Corporation Law. Written notice of the action taken shall be given in accordance with the Delaware General Corporation Law to all stockholders who do not participate in taking the action who would have been entitled to notice if such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

3.    DIRECTORS

3.1.    Powers

        The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.

3.2.    Number and Election

        The number of directors which shall constitute the whole board shall not be fewer than three (3) nor more than five (5). The first board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors.

3.3.    Nomination of Directors

        The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder, provided such other nomination(s) are submitted in writing to the Secretary of the Corporation no later than 90 days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Corporation's stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.4 hereof, and each director elected shall hold office until such director's successor is elected and qualified or until the director's earlier death, resignation or removal. Directors need not be stockholders.

3.4.    Vacancies

        Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of directors of the class to which such director was appointed, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal.

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3.5.    Meetings

3.5.1.    Regular Meetings

        Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.5.2.    Special Meetings

        Special meetings of the Board may be called by the Chairperson or President on one day's notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram, facsimile transmission, electronic mail (effective when directed to an electronic mail address of the director), or other electronic transmission, as defined in Section 232(c) (or any successor section) of the Delaware General Corporation Law (effective when directed to the director), and on five days' notice by mail (effective upon deposit of such notice in the mail). The notice need not describe the purpose of a special meeting.

3.5.3.    Telephone Meetings

        Members of the Board of Directors may participate in a meeting of the board by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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3.5.4.    Action Without Meeting

        Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director, and delivered to the Corporation for inclusion in the minute book.

3.5.5.    Waiver of Notice of Meeting

        A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, or made by electronic transmission by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.6.    Quorum and Vote at Meetings

        At all meetings of the board, a quorum of the Board of Directors consists of a majority of the total number of directors prescribed pursuant to Section 3.2 of these Bylaws. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.

3.7.    Committees of Directors

        The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or adopting, amending or repealing any bylaw of the Corporation; and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required. Unless otherwise specified in the Board resolution appointing the Committee, all provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

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3.8.    Compensation of Directors

        The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

4.    OFFICERS

4.1.    Positions

        The officers of the Corporation shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors (or an officer authorized by the Board of Directors) from time to time may appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall the President and the Secretary be the same person. As set forth below, each of the Chairperson, President, and/or any Vice President may execute bonds, mortgages and other contracts under the seal of the Corporation, if required, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.2.    President

        The President shall be the chief executive officer of the Corporation and shall have full responsibility and authority for management of the day-to-day operations of the Corporation (subject to the authority of the Board of Directors). The President may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.3.    Vice President

        In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.

4.4.    Secretary

        The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may also attest all instruments signed by any other officer of the Corporation.

4.5.    Assistant Secretary

        The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary.

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4.6.    Treasurer

        The Treasurer shall be the chief financial officer of the Corporation and shall have responsibility for the custody of the corporate funds and securities and shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the President and the Board of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.

4.7.    Assistant Treasurer

        The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer.

4.8.    Term of Office

        The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.

4.9.    Compensation

        The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.

4.10.    Fidelity Bonds

        The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.    CAPITAL STOCK

5.1.    Certificates of Stock; Uncertificated Shares

        The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairperson, President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.2.    Lost Certificates

        The Board of Directors, Chairperson, President or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner's legal

8

representative, to advertise the same in such manner as the board or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.

5.3.    Record Date

5.3.1.    Actions by Stockholders

        In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

        In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.3.2.    Payments

        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.4.    Stockholders of Record

        The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether

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or not it shall have express or other notice thereof, except as otherwise may be provided by the Delaware General Corporation Law.

6.    INDEMNIFICATION; INSURANCE

6.1.    Authorization of Indemnification

        Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys' fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys' fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6.1 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

6.2.    Right of Claimant to Bring Action Against the Corporation

        If a claim under Section 6.1 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under

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Section 6.1, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General Corporation Law) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the Corporation (in the manner provided under the Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

6.3.    Non-exclusivity

        The rights to indemnification and advance payment of expenses provided by Section 6.1 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.4.    Survival of Indemnification

        The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.

6.5.    Insurance

        The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person's status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

7.    GENERAL PROVISIONS

7.1.    Inspection of Books and Records

        Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

7.2.    Dividends

        The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.

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7.3.    Reserves

        The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

7.4.    Execution of Instruments

        All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5.    Fiscal Year

        The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

7.6.    Seal

        The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

*    *    *    *    *

        The foregoing Bylaws were adopted by the Board of Directors on October 18, 2001.

/s/  STEVEN D. NEUMANN Steven D. Neumann, Secretary

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Exhibit 3.14

BYLAWS of UTI HOLDING COMPANY

EX-3.15

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Exhibit 3.15

ARTICLES OF INCORPORATION OF
FALCON MANUFACTURING, INC.

KNOW ALL MEN BY THESE PRESENTS:

        That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under and pursuant to the laws of the State of California, and we do hereby certify as follows:

FIRST:    That the name of the corporation shall be

FALCON MANUFACTURING. INC.

SECOND:    That the purpose for which the corporation is formed is as follows, to wit:

        1)    To initially engage in the primary business of manufacturing and assembling to customer's specifications hydraulic and electronic devices and parts used in aircraft, gauges, and guided missiles.

        2)    To do any and all such other acts, things, and engage in any and all such other business or businesses in any manner connected with, or necessary, incidental, convenient or auxiliary to any of the objects hereinabove enumerated or calculated directly or indirectly to promote the interests of the corporation;

        3)    In addition thereto, to engage in any other type of business permitted by law, with the exception of the business of banking and the business of building and loan.

THIRD:    That the County in this State where the principal office or place of business is to be located is as follows: Los Angeles County, California.

FOURTH:    That the corporation shall have perpetual existence insofar as may be possible under the laws of the State of California.

FIFTH;    That this corporation shall issue only one class of stock at no par value, and such stock may be issued from tine to time for such consideration as may be fixed by the Board of Directors; that the total number of shares authorized to be so issued is two hundred thousand (200,000).

SIXTH:    That the said stock issued by this corporation shall not be subject to any assessments to pay any of the debts of this corporation.

SEVENTH:    That the number of directors of said corporation shall be three (3), and the names and addresses of the persons who are appointed to act as the first directors to held office until the selection and qualification of their successors are as follows:

A.E. Huskins
326 So. Sparks
Burbank, California

Nicholas P. Trist
13800 Osborne Street
Pacoima, California

Beatrice C. Ross
833 No. Kenwood Street
Burbank, California

EIGHTH:    That the number of persons names above shall constitute the number of directors of the corporation, and shall be designated directors and shall serve until changed by amendment to the By-Laws or these Articles of Incorporation, whereby said number is increased or decreased in the manner provided by law.

        IN WITNESS WHEREOF the parties hereto have set their hands this 15 day of January, 1954.

/s/  A. E. HUSKINS A. E. Huskins

/s/  NICHOLAS P. TRIST Nicholas P. Trist

/s/  BEATRICE C. ROSS Beatrice C. Ross

2

STATE OF CALIFORNIA	)
	)	ss.
COUNT OF LOS ANGELES	)

        On this 15 day of January, 1954, before me, the undersigned, a Notary Public in and for said County and State, personally appeared A. E. HUSKINS, NICHOLAS P. TRIST and BEATRICE C. ROSS, known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me that they executed the same.

/s/  ILLEGIBLE Notary Public in and for said
County and State.

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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FALCON MANUFACTURING, INC.

        The undersigned, BEN A. THOMPSON and BEATRICE C. ROSS, do hereby certify that they are, respectively, the duly elected and acting President and Secretary of FALCON MANUFACTURING, INC., and further that:

ONE:    That at the Annual Organization meeting of the Board of Directors of said corporation duly held for the transaction of business at 1754 Victory Boulevard, Glendale, California, at 9:00 o'clock P.M., on the 1st day of February, 1955, at which meeting there was at all times present and acting all of the members of said Board, the following resolution was duly adopted:

        BE IT RESOLVED: Whereas, it is deemed by the Board of Directors of this corporation to be to its best interests and to the best interests of the shareholders that the Articles of Incorporation of this corporation be amended as hereafter provided.

        NOW, THEREFORE, BE IT RESOLVED: That Article FIRST of the Articles of Incorporation of this corporation be amended to read as follows:

        "FIRST: That the name of the corporation shall be

C. and H. GAUGE CO., INC."

        and

        RESOLVED FURTHER: That the Board of Directors of this corporation hereby unanimously adopts and approves said amendment of its Article of Incorporation.

TWO:    At the Annual Meeting of the shareholders of said corporation duly held at said principal office for the transaction of business, at 8:00 o'clock P.M. on the 1st day of February, 1955, the following resolutions were duly adopted:

        BE IT RESOLVED: Whereas, it is deemed by the shareholders of this corporation to be to their best interests and to the beat interests of the corporation that its Articles of Incorporation be amended as hereinafter provided.

        NOW, THEREFORE, BE IT RESOLVED: That Article FIRST of the Articles of Incorporation of this corporation be amended to read as follows:

        "FIRST: That the name of the corporation shall be

        C. and H. GAUGE CO., INC."

        and

        RESOLVED FURTHER: That the shareholders of this corporation hereby adopt and approve said amendment of its Articles of Incorporation.

THREE:    The foregoing amendment was adopted and approved at said shareholders' meeting by the total vote of One Thousand (1,000) shares.

FOUR:    The total number of said shares of said corporation entitled to vote on or consent to the adoption of such amendment is One Thousand (1,000) shares.

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        IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment this 18th day of February, 1955.

/s/  BEN A. THOMPSON Ben A. Thompson, President
Falcon Manufacturing, Inc.

/s/  BEATRICE C. ROSS Beatrice C. Ross, Secretary Falcon Manufacturing, Inc.

5

STATE OF CALIFORNIA	)
	)	ss.
County of Los Angeles	)

        BEN A. THOMPSON and BEATRICE C. ROSS, being first duly sworn, each for himself, deposes and says:

        That BEN A. THOMPSON is the President of FALCON MANUFACTURING, INC., a California corporation, therein mentioned, and BEATRICE C. ROSS is the Secretary of said corporation; that each has read said Certificate and that the statements therein made are true of his own knowledge and that the signatures purporting to be the signatures of the said President and Secretary thereto are genuine signatures of said President and Secretary respectively.

/s/  BEN A. THOMPSON BEN A. THOMPSON

/s/  BEATRICE C. ROSS BEATRICE C. ROSS

Subscribed and sworn to before me this
18th day of January, 1955.

/s/  ILLEGIBLE Notary Public in and for the County of
Los Angeles, State of California.

My commission expires (October 24, 1956)

6

AGREEMENT OF MERGER

        This Agreement of Merger (this "Agreement") is made as of December 26, 2003 by and between Micro-Guide, Inc., a California corporation (the "Terminating Corporation"), and C. and H. Gauge Co., Inc., a California corporation (the "Surviving Corporation"). The Surviving Corporation and Terminating Corporation are collectively referred to herein as the "Constituent Corporations."

        Terminating Corporation was organized in California. Its authorized capital stock consists of 50,000 shares of common stock, no par value, of which 20,000 shares are issued, outstanding and held solely by Medical Device Manufacturing, Inc., a Colorado corporation ("MDMI").

        Surviving Corporation, which is to be the surviving Corporation in the merger set forth herein, was organized in California. Its authorized capital stock consists of 200,000 shares of common stock, no par value, of which 91,388 shares are issued, outstanding and held solely by MDMI.

        The respective boards of directors of the Constituent Corporations and MDMI, the sole shareholder of both Constituent Corporations, have approved the merger set forth herein.

        Surviving Corporation and Terminating Corporation do hereby adopt and make themselves respectively parties to the plan of reorganization encompassed by this Agreement and do hereby agree that Terminating Corporation shall merge with and into Surviving Corporation, subject to the provisions of the California General Corporation Law ("CGCL"), on the following terms and conditions.

        1.    Merger.    At the Effective Time (as defined in Section 2 below), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the CGCL, Terminating Corporation shall be merged with and into Surviving Corporation, the separate corporate existence of Terminating Corporation shall cease and Surviving Corporation shall continue as the Surviving Corporation of the merger.

        2.    Effective Time.    This instrument and the merger contemplated herein shall become effective on December 31, 2003 (the "Effective Time").

        3.    Effect of the Merger.    At the Effective Time, all the property, rights, privileges, powers and franchises of the Constituent Corporations shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Constituent Corporations shall become the debts, liabilities and duties of the Surviving Corporation. At the Effective Time, Surviving Corporation shall succeed to Terminating Corporation in the manner of and as more fully set forth in Section 1107 of the CGCL.

        4.    Articles of Incorporation; Bylaws.    At the Effective Time, the Articles of Incorporation of Surviving Corporation shall become and remain the Articles of Incorporation of Surviving Corporation until thereafter amended as provided by the CGCL and the Articles of Incorporation, except that the name of the Surviving Corporation as of the Effective Time shall be "Micro-Guide, Inc." Article 1 of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows:

The name of the corporation is
MICRO-GUIDE, INC.

At the Effective Time, the Bylaws of Surviving Corporation shall become and remain the Bylaws of Surviving Corporation until thereafter amended as provided by the CGCL and the Articles of Incorporation.

        5.    Directors and Officers.    At the Effective Time, the directors of Surviving Corporation immediately prior to the Effective Time shall be the directors of the Surviving Corporation. At the Effective Time, the officers of Surviving Corporation immediately prior to the Effective Time shall be the officers of the Surviving Corporation. Each such director and officer of the Surviving Corporation shall serve until their respective successors are duly elected or appointed and qualified.

7

        6.    Effect on Capital Stock.    At the Effective Time, and without any further action by the parties, all shares of Terminating Corporation capital stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, without consideration, and each holder of a certificate representing any such shares of Terminating Corporation capital stock shall cease to have any rights with respect thereto. Any shares of Terminating Corporation capital stock held in the treasury of Terminating Corporation immediately prior to the Effective Time shall be canceled and extinguished and no payment shall be made with respect thereto.

        7.    Stock Certificates.    At or as soon as reasonably possible after the Effective Time, MDMI shall surrender its stock certificate, properly endorsed for transfer or accompanied by duly executed stock powers, representing all of the issued and outstanding shares of Terminating Corporation capital stock held by MDMI. Such certificate shall be delivered to the Surviving Corporation and canceled. From and after the Effective Time, MDMI shall cease to have any rights with respect to the shares of Terminating Corporation capital stock formerly represented by such certificate, except as otherwise provided herein or by law.

        8.    Taking of Necessary Action; Further Action.    If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Constituent Corporations, the officers and directors of Surviving Corporation are fully authorized in the name of the Terminating Corporation, Surviving Corporation or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

        9.    Counterparts.    In order to facilitate the filing of this Agreement of Merger, it may be executed in any number of counterparts, each of which shall be deemed to be an original.

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        IN WITNESS WHEREOF, this Agreement of Merger has been executed by the Constituent Corporations by their respective duly authorized officers.

SURVIVING CORPORATION: C. AND H. GAUGE CO., INC.
By:	/s/  BRUCE L. ROGERS
	Name:	Bruce L. Rogers
	Title:	Vice President
By:	/s/  STEVE D. NEUMANN
	Name:	Steve D. Neumann
	Title:	Assistant Secretary
TERMINATING CORPORATION: MICRO-GUIDE, INC.
By:	/s/  BRUCE L. ROGERS
	Name:	Bruce L. Rogers
	Title:	Vice President
By:	/s/  STEVE D. NEUMANN
	Name:	Steve D. Neumann
	Title:	Assistant Secretary

9

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ARTICLES OF INCORPORATION OF FALCON MANUFACTURING, INC.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF FALCON MANUFACTURING, INC.
AGREEMENT OF MERGER

EX-3.16

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Exhibit 3.16

AMENDED AND RESTATED
BYLAWS
OF
C. AND H. GAUGE CO., INC.

TABLE OF CONTENTS

			Page
ARTICLE I	OFFICES		1
	Section 1.	Principal Offices	1
	Section 2.	Other Offices	1
ARTICLE II	MEETINGS OF SHAREHOLDERS		1
	Section 1.	Place of Meetings	1
	Section 2.	Annual Meetings	1
	Section 3.	Special Meeting	1
	Section 4.	Notice of Shareholders' Meetings	1
	Section 5.	Manner of Giving Notice; Affidavit of Notice	2
	Section 6.	Quorum	2
	Section 7.	Adjourned Meeting; Notice	2
	Section 8.	Voting	3
	Section 9.	Waiver of Notice of Consent by Absent Shareholders	3
	Section 10.	Shareholder Action by Written Consent Without a Meeting	3
	Section 11.	Record Date for Shareholder Notice, Voting, and Giving Consents	4
	Section 12.	Proxies	4
	Section 13.	Inspectors of Election	5
ARTICLE III	DIRECTORS		5
	Section 1.	Powers	5
	Section 2.	Number of Directors	6
	Section 3.	Election and Term of Office of Directors	6
	Section 4.	Vacancies	6
	Section 5.	Place of Meetings and Meetings by Telephone	6
	Section 6.	Annual Meeting	7
	Section 7.	Other Regular Meetings	7
	Section 8.	Special Meetings	7
	Section 9.	Quorum	7
	Section 10.	Waiver of Notice	7
	Section 11.	Adjournment	7
	Section 12.	Notice of Adjournment	7
	Section 13.	Action Without Meeting	8
	Section 14.	Fees and Compensation of Directors	8
ARTICLE IV	COMMITTEES		8
	Section 1.	Committees of Directors	8
	Section 2.	Meetings and Action of Committees	8
ARTICLE V	OFFICERS		9
	Section 1.	Officers	9
	Section 2.	Election of Officers	9
	Section 3.	Subordinate Officers	9
	Section 4.	Removal and Resignation of Officers	9
	Section 5.	Vacancies in Offices	9
	Section 6.	Chairman of the Board	9

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	Section 7.	President	9
	Section 8.	Vice Presidents	9
	Section 9.	Secretary	10
	Section 10.	Treasurer or Chief Financial Officer	10
ARTICLE VI	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		10
ARTICLE VII	RECORDS AND REPORTS		11
	Section 1.	Maintenance and Inspection of Share Register	11
	Section 2.	Maintenance and Inspection of Bylaws	11
	Section 3.	Maintenance and Inspection of Other Corporate Records	11
	Section 4.	Inspection by Directors	12
	Section 5.	Annual Report to Shareholders	12
	Section 6.	Financial Statements	12
	Section 7.	Annual Statement of General Information	12
ARTICLE VIII	GENERAL CORPORATE MATTERS		13
	Section 1.	Record Date for Purposes Other Than Notice and Voting	13
	Section 2.	Checks, Drafts, Evidence of Indebtedness	13
	Section 3.	Corporate Contracts and Instruments; How Executed	13
	Section 4.	Certificates for Shares	13
	Section 5.	Lost Certificates	13
	Section 6.	Representation of Shares of Other Corporations	14
	Section 7.	Construction and Definitions	14
ARTICLE IX	AMENDMENTS		14
	Section 1.	Amendment by Shareholders	14
	Section 2.	Amendment by Directors	14
CERTIFICATE OF SECRETARY			14

ii

AMENDED AND RESTATED
BYLAWS
OF
C. AND H. GAUGE CO., INC.

ARTICLE I

OFFICES

Section 1.    Principal Offices.    The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California.

Section 2.    Other Offices.    The Board of Directors may at anytime establish, or may designate an officer of the corporation to establish, branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.    Place of Meetings.    Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation.

Section 2.    Annual Meetings.    The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At each annual meeting directors shall be elected, and any other proper business may be transacted.

Section 3.    Special Meeting.    A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

        If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

Section 4.    Notice of Shareholders' Meetings.    All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving

1

the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

        If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 5.    Manner of Giving Notice; Affidavit of Notice.    Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

        If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service market to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

        An affidavit of the mailing or other means of giving any notice of any shareholders' meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

Section 6.    Quorum.    The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to. leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.    Adjourned Meeting; Notice.    Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

        When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

2

Section 8.    Voting.    The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Section 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership).

        The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporations Code or by the Articles of Incorporation.

        At a shareholders' meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder's shares) unless the candidates' name have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 9.    Waiver of Notice of Consent by Absent Shareholders.    The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a Written Waiver of Notice or a Consent to a holding of the meeting, or an approval of the minutes. The Waiver of Notice or Consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that, if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the Waiver of Notice or Consent shall state the general nature of the proposal.

        All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

        Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 10.    Shareholder Action by Written Consent Without a Meeting.    Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of alt outstanding shares entitled to vote for the election of directors; provided, however, that a

3

director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

        If the consents of all shareholders entitled to vote have not been solicited in writing, and if the Unanimous Written Consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 11.    Record Date for Shareholder Notice, Voting, and Giving Consents.    For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California Corporations Code.

        If the Board of Directors does not so fix a record date:

        The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

        The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to such prior action, or the sixtieth (60th) day before the date of such prior action, whichever is later.

Section 12.    Proxies.    Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a

4

proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the California Corporations Code.

Section 13.    Inspectors of Election.    Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as Inspectors of Election at the meeting or its adjournment. If no Inspectors of Election are so appointed, the Chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint Inspectors of Election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed, if any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

        These inspectors shall:

        Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

        Receive votes, ballots, or consents;

        Hear and determine all challenges and questions in any way arising in connection with the right to vote;

        Count and tabulate all votes or consents;

        Determine the result; and

        Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 1.    Powers.    Subject to the provisions of the California Corporations Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

        Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:

        Select and remove all officers, agents, and employees of the corporation; present any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix their compensation; and require from them security for faithful service.

        Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders' meeting, or meetings, including annual meetings.

        Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates.

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        Authorize the issuance of shares of stock of the corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, or tangible property actually received.

        Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 2.    Number of Directors.    The authorized number of directors shall be four (4) until changed by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number of directors to a number less than four (4) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more man 16²/3% of the outstanding shares entitled to vote.

Section 3.    Election and Term of Office of Directors.    Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4.    Vacancies.    Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of all shares entitled to vote for the election of directors. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

        A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of a director, or if the Board of Directors by resolution declares vacant the offices of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the shareholders fail, during any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

        Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

        No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 5.    Place of Meetings and Meetings by Telephone.    Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation.

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        Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 6.    Annual Meeting.    Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 7.    Other Regular Meetings.    Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 8.    Special Meetings.    Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.

        Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States Postal Service at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 9.    Quorum.    A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 10.    Waiver of Notice.    The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

Section 11.    Adjournment.    A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12.    Notice of Adjournment.    Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the

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manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13.    Action Without Meeting.    Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Section 14.    Fees and Compensation of Directors.    Directors and members of committees may receive such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

Section 1.    Committees of Directors.    The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

        The approval of any action which, under the California Corporations Code, also requires shareholders' approval or approval of the outstanding shares;

        The filling of vacancies on the Board of Directors or in any committee;

        The fixing of compensation of the directors for serving on the board or on any committee;

        The amendment or repeal of bylaws or the adoption of new bylaws.

        The amendment or repeal of any resolutions of the Board of Directors which by its express terms is not so amendable or repealable;

        A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors;

        The appointment of any other committees of the Board of Directors or the members of these committees.

Section 2.    Meetings and Action of Committees.    Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meetings), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

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ARTICLE V

OFFICERS

Section 1.    Officers.    The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

Section 2.    Election of Officers.    The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment

Section 3.    Subordinate Officers.    The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the Board of Directors may from time to tune determine.

Section 4.    Removal and Resignation of Officers.    Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

        Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.    Vacancies in Offices.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 6.    Chairman of the Board.    The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 7.    President.    Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, subject to all the

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restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, and the President, or the Chairman of the Board.

Section 9.    Secretary.    The Secretary shall keep or cause to be kept at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the name of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings.

        The Secretary shall keep, or cause to be kept at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

Section 10.    Treasurer or Chief Financial Officer.    The Treasurer, or if applicable, the Chief Financial Officer, shall be the Chief Financial Officer of the corporation, and, as such, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earning, and shares. The books of account shall at all reasonable times be open to inspection by any director.

        The Treasurer or Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as the Treasurer or Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

        The corporation shall have the authority, to the maximum extent permitted by the California Corporations Code, to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation. The corporation shall also have the authority, to the maximum extent permitted by the California Corporations Code, to advance expenses incurred by any agent of the corporation in defending any proceeding.

        The corporation shall have the authority to purchase and maintain insurance on behalf of agents of the corporation against any liability asserted against or incurred by any agent in such capacity or arising out of the agent's status as agent

        The corporation shall have the power to enter into binding agreements with its agents to provide the indemnification allowed under this Article.

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        Nothing in this Article shall be construed either to allow indemnification of any agent for any acts or omissions or transactions from which such agent may not be indemnified under applicable California law or to deny indemnification when applicable California law requires indemnification.

        For purposes of this Article, an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. For purposes of this Article, "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. For purposes of this Article, "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification.

ARTICLE VII

RECORDS AND REPORTS

Section 1.    Maintenance and Inspection of Share Register.    The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

        A shareholder or shareholders of the corporation holding at lest five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders' names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the shareholders' names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of the date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

Section 2.    Maintenance and Inspection of Bylaws.    The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended to date.

Section 3.    Maintenance and Inspection of Other Corporate Records.    The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept either in written form or any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the

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written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

Section 4.    Inspection by Directors.    Every director shall have the absolute right at any reasonable rime to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 5.    Annual Report to Shareholders.    The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

Section 6.    Financial Statements.    A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

        If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six (6) month or nine (9) month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

        The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

        The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 7.    Annual Statement of General Information.    The corporation shall in each year file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the California Corporations Code.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1.    Record Date for Purposes Other Than Notice and Voting.    For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than Action by Shareholders by Written Consent With a Meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California Corporations Code.

        If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 2.    Checks, Drafts, Evidence of Indebtedness.    All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 3.    Corporate Contracts and Instruments; How Executed.    The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, agent, or employee, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount

Section 4.    Certificates for Shares.    A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Treasurer or Chief Financial Officer or an Assistant Financial Officer or Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that period were an officer, transfer agent or registrar at the date of issue.

Section 5.    Lost Certificates.    Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

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Section 6.    Representation of Shares of Other Corporations.    The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7.    Construction and Definitions.    Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Corporations Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

Section 1.    Amendment by Shareholders.    New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

Section 2.    Amendment by Directors.    In addition to the rights of the shareholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal bylaws, bylaws may be adopted, amended, or repealed by the Board of Directors; provided, however, that the Board of Directors may not adopt a bylaw or amendment of a bylaw changing the authorized number of directors.

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AMENDED AND RESTATED BYLAWS OF C. AND H. GAUGE CO., INC.

EX-3.17

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Exhibit 3.17

CERTIFICATE OF INCORPORATION
–OF–
VENUSA, LTD.

Under Section 402 of the
Business Corporation Law

        IT IS HEREBY CERTIFIED THAT:

        FIRST:    The name of the proposed corporation is:VENUSA, LTD.

        SECOND:    The purpose or purposes for which this corporation is formed, are as follows, to wit:

To buy, sell, distribute and otherwise deal with hospital and health care field supplies, throughout the United States of America and its Territories and Canada; and

To have, in furtherance of the corporate purposes, all of the powers conferred upon corporations organized under the Business Corporation Law subject to any limitations thereof contained in this Certificate of Incorporation or in the laws of the State of New York.

        THIRD:    The office of the corporation is to be located in the City of New York, County of New York, State of New York.

        FOURTH:    The aggregate number of shares that the corporation shall have authority to issue is One Thousand (1,000), all of which are without par value and all of which are of the same class.

        Each share of the Corporation shall entitle the holder thereof to a preemptive right for a period of sixty (60) days to subscribe for, purchase or otherwise acquire any shares of the same class of the Corporation or any equity and/or voting shares of any class of the Corporation that the Corporation proposes to issue or any rights or options that the Corporation proposes to grant for the purchase of shares of the same class of the Corporation or of equity and/or voting shares of any class of the Corporation or for the purchase of any shares, bonds, securities or obligations of the corporation that are convertible into or exchangeable for or that carry any rights to subscribe for, purchase or otherwise acquire shares of the same class of the corporation or equity and/or voting shares of any class of the Corporation, whether now or hereafter authorized or created, whether having unissued or treasury status and whether the proposed issue, reissue, transfer or grant is for cash, property or any other lawful consideration or is to be made in respect of the matters, proceedings or transactions specified in Subparagraphs (1) to (6) inclusive of Paragraph (e) of Section 622 of the Business Corporation Law; and after the expiration of said sixty (60) days, any and all of such shares, rights, options, bonds, securities or obligations of the Corporation may be issued, reissued, transferred or granted by the Board of Directors, as the case may be, to such persons, firms, corporations and associations for such lawful consideration and on such terms as the Board of Directors, in its discretion, may determine. The terms "equity shares" and "voting shares" shall have the meaning respectively ascribed to them by the Business Corporation Law. The manner of notice and the method of apportionment of any preemptive right to each shareholder and the manner of disposal of any such preemptive right that is not exercised by any such shareholder shall be governed by the provisions of Section 622 of the Business Corporation Law.

        FIFTH:    The Secretary of State is designated as Agent of the Corporation upon whom process against it may be served. The Post Office Address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: c/o Peter F. DeGaetano, Esq., 36 East 81st Street, New York, New York 10028.

        SIXTH:    The duration of the Corporation is to be perpetual.

        SEVENTH:    Any one (1) or more members of the Board of Directors of the Corporation or of any committee thereof may participate in a meeting of said Board or of any such committee by means of a conference telephone, or similar communications equipment, allowing all persons participating in the meeting to hear each other at the sane time.

        EIGHTH:    Except as may otherwise be specifically provided below in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended by the corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the Business Corporation Law upon the Corporation, upon its shareholders, bondholders and security holders and upon its directors, officers and other corporate personnel, including, in particular, the power of the Corporation to furnish indemnification to any person or persons in the capacities defined and prescribed by the Business Corporation Law and the defined and prescribed rights of said person or persons to indemnification as the same are conferred by the Business Corporation Law.

        (a)   For a period of three (3) years from the date of incorporation, the principal place of business of the Corporation shall not be removed from New York City, New York, nor shall the Corporation amend this charter to alter the purposes of the corporation without the prior written consent of all of the directors and shareholders.

        (b)   The corporation shall make no offering of any of its stock of any class that would constitute a "public offering" within the meaning of the United States Securities Act of 1933, as it may be amended from time to time, without the prior written consent of all of the directors and shareholders.

        NINTH:    Subject to ARTICLES FOURTH and EIGHTH herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law; and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

        TENTH:    The Corporation shall, to the full extent permitted by Section 721 et.seq. and Section 202 (a) (10) of the Business corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

        ELEVENTH:    The accounting period which the Corporation intends to establish as its calendar or fiscal year for reporting the franchise tax shall end on December 31, 1980.

        The undersigned Incorporator, or each of them if are more than one, is of the age of eighteen years or over.

        IN WITNESS WHEREOF, this Certificate has been subscribed this 20th day of March, 1980, by the undersigned who affirms that the statements made herein are true under the penalty of perjury.

/s/  PETER F. DEGAETANO Peter F. DeGaetano
36 East 81st Street
New York, NY 10028

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CERTIFICATE OF INCORPORATION –OF– VENUSA, LTD. Under Section 402 of the Business Corporation Law

EX-3.18

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Exhibit 3.18

BY-LAWS

of

VENUSA, LTD.

ARTICLE I—OFFICES

        The principal office of the corporation shall be in the City of New York, County of New York, State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II—SHAREHOLDERS

1.    PLACE OF MEETINGS.

        Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2.    ANNUAL MEETING.

        The annual meeting of the shareholders shall be held on the day of                at                 M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.    SPECIAL MEETINGS.

        Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.    FIXING RECORD DATE.

        For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.    NOTICE OF MEETINGS OF SHAREHOLDERS.

        Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement

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of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.    WAIVERS.

        Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.    QUORUM OF SHAREHOLDERS.

        Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

        When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

        The shareholders present may adjourn the meeting despite the absence of a quorum.

8.    PROXIES

        Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

        Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9.    QUALIFICATION OF VOTERS.

        Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.    VOTE OF SHAREHOLDERS.

        Except as otherwise required by statute or by the certificate of incorporation;

        (a)   directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

        (b)   all other corporate action shall be authorized by a majority of the votes cast.

11.    WRITTEN CONSENT OF SHAREHOLDERS.

        Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

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ARTICLE III—DIRECTORS

1.    BOARD OF DIRECTORS.

        Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and need not be shareholders.

2.    NUMBER OF DIRECTORS.

        The number of directors shall be not less than 3, nor more than 5. When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3.    ELECTION AND TERM OF DIRECTORS.

        At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.    NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

        Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.    REMOVAL OF DIRECTORS.

        Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.    RESIGNATION.

        A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation, shall not be necessary to make it effective.

7.    QUORUM OF DIRECTORS.

        Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.    ACTION OF THE BOARD.

        Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

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9.    PLACE AND TIME OF BOARD MEETINGS.

        The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.    REGULAR ANNUAL MEETING.

        A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.    NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

        (a)   Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

        (b)   A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.    CHAIRMAN.

        At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.    EXECUTIVE AND OTHER COMMITTEES.

        The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.    COMPENSATION.

        No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall beconstrued to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV—OFFICERS

1.    OFFICES, ELECTION, TERM.

        (a)   Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

        (b)   All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

        (c)   Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

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2.    REMOVAL, RESIGNATION, SALARY, ETC.

        (a)   Any officer elected or appointed by the board may be removed by the board with or without cause.

        (b)   In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

        (c)   Any two or more offices may be held by the same person, except the offices of president and secretary.

        (d)   The salaries of all officers shall be fixed by the board.

        (e)   The directors may require any officer to give security for the faithful performance of his duties.

3.    PRESIDENT.

        The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.    VICE-PRESIDENTS.

        During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of thepresident. Each vice-president shall perform such other duties as the board shall prescribe.

5.    SECRETARY.

        The secretary shall:

        (a)   attend all meetings of the board and of the shareholders;

        (B)  record all votes and minutes of all proceedings in a book to be kept for that purpose;

        (c)   give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

        (d)   keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

        (e)   when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

        (f)    keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

        (g)   perform such other duties as may be prescribed by the board.

6.    ASSISTANT-SECRETARIES.

        During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

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7.    TREASURER.

        The treasurer shall:

        (a)   have the custody of the corporate funds and securities;

        (b)   keep full and accurate accounts of receipts and disbursements in the corporate books;

        (c)   deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

        (d)   disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

        (e)   render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

        (f)    render a full financial report at the annual meeting of the shareholders if so requested;

        (g)   be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

        (h)   perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8.    ASSISTANT-TREASURER.

        During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9.    SURETIES AND BONDS.

        In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V—CERTIFICATES FOR SHARES

1.    CERTIFICATES.

        The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder's name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.    LOST OR DESTROYED CERTIFICATES.

        The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity

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against any claim that maybe made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3.    TRANSFERS OF SHARES.

        (a)   Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

        (b)   The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.    CLOSING TRANSFER BOOKS.

        The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders' meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI—DIVIDENDS

        Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fundto meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII—CORPORATE SEAL

        The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "Corporate Seal, New York." The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII—EXECUTION OF INSTRUMENTS

        All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

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ARTICLE IX—FISCAL YEAR

        The fiscal year shall begin the first day of                in each year.

ARTICLE X—REFERENCES TO CERTIFICATE OF INCORPORATION

        Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI—BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

        (a)   Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

        (b)   If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

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Exhibit 3.18

EX-3.19

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Exhibit 3.19

CERTIFICATE OF FORMATION

of

MEDSOURCE TECHNOLOGIES, LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is MedSource Technologies, LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: March 5, 1999

/s/  SETH A. METSCH Seth A. Metsch

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Exhibit 3.19

EX-3.20

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Exhibit 3.20

LIMITED LIABILITY COMPANY AGREEMENT

OF

MEDSOURCE TECHNOLOGIES, LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 8, 1999 by MedSource Technologies, Inc., a Delaware corporation (the "Member").

        The Member desires to form, and become the sole member of, MedSource Technologies, LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is MedSource Technologies, LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of Minnesota, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member;

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and operation of the

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Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member;

        (b)   the sale or other disposition of all of the Company's assets;

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        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member; provided however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law.    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severabilitv.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

        Section 7.5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

[The next page is the signature page]

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        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, INC.
By:	/s/  EDWARD R. MANDELL Name: Edward R. Mandell Title: Assistant Secretary

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EX-3.21

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Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

BRIMFIELD ACQUISITION CORP.

        The undersigned, a natural person, for the purposes of organizing a corporation under the provisions of the General Corporation Law of the state of Delaware, hereby certifies that:

ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is Brimfield Acquisition Corp.

ARTICLE II.

        The address, including street, number, city, and county, of the registered office of the Corporation in the state of Delaware is c/o United Corporate Services, Inc., 15 East North Street, City of Dover, Kent County, Delaware 19901; and the name of the registered agent of the Corporation in the state of Delaware at such address is c/o United Corporate Services, Inc.

ARTICLE III.

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of Delaware.

ARTICLE IV.

        The aggregate number of shares that the Corporation shall have authority to issue is 1,000 shares designated as common stock, par value $.01 per share.

ARTICLE V.

        The name and mailing address of the incorporates are: Charles A. Samuelson, c/o Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036.

ARTICLE VI.

        The Corporation shall have perpetual existence.

ARTICLE VII.

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII.

        The personal liability of the stockholders, directors and officers of the Corporation is hereby eliminated or limited to the fullest extent permitted by paragraph 7 of subsection (b) of section 102 of the General Corporation Law of the state of Delaware, as the same may be amended or supplemented from time to time.

ARTICLE IX

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article IX.

Dated December 11,1998

/s/  CHARLES A. SAMUELSON Charles A. Samuelson
Sole Incorporator

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Exhibit 3.21

EX-3.22

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Exhibit 3.22

BY-LAWS

OF

BRIMFIELD ACQUISITION CORP.

ARTICLE I

OFFICES

        SECTION 1.    REGISTERED OFFICE.    The corporation's registered office in the state of Delaware shall be established and maintained at the office of United Corporate Services, Inc., 15 East North Street, in the city of Dover, in the county of Kent, in the state of Delaware, and the office of United Corporate Services, Inc. shall be the registered agent of this corporation in charge of the corporation's registered office in the state of Delaware.

        SECTION 2.    OTHER OFFICES.    The corporation may have other offices, either within or without the state of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        SECTION 1.    ANNUAL MEETINGS.    Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting.

        If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

        SECTION 2.    OTHER MEETINGS.    Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting.

        SECTION 3.    VOTING.    Each stockholder entitled to vote in accordance with the terms of the corporation's certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by that stockholder, but no proxy shall be voted after three years from its date unless that proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the corporation's certificate of incorporation or the laws of the state of Delaware.

        A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        SECTION 4.    QUORUM.    Except as otherwise required by law, by the corporation's certificate of incorporation or by these by-laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from tune to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

        SECTION 5.    SPECIAL MEETINGS.    Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, Vice-Chairman, Chief Executive Officer, President or secretary, or by resolution of the majority of the board of directors or by vote of the stockholders holding 25% or more of the outstanding stock of the corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at a special meeting.

        SECTION 6.    NOTICE OF MEETINGS.    Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than 60 days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

        SECTION 7.    ACTION WITHOUT MEETING.    Unless otherwise provided by the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

        SECTION 1.    NUMBER AND TERM.    The number of directors constituting the board of directors shall be not more than nine nor less than one, as fixed from time to time in these by-laws or by action of the board of directors. The initial number of directors shall be one. Except as otherwise permitted in these by-laws (including but not limited to section 3 of this article III) or as otherwise permitted under the applicable provisions of the Delaware General Corporate Law (including but not limited to section 223 thereof), the directors shall be elected at the annual meeting of the stockholders. Each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

        SECTION 2.    RESIGNATIONS.    Any director, member of a committee or other officer may resign at any time. That resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

        SECTION 3.    VACANCIES.    If the office of any director becomes vacant for whatever reason (including by reason of retirement, resignation, death or disability, or as a result of removal for or

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without cause or as a result of an increase in the number of directors), then such vacancy may be filled by a majority of the directors then in office, though less than a quorum, or such vacancy may be filled by the stockholders.

        SECTION 4.    REMOVAL.    Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose, and (without limiting the power of the directors then remaining in office to fill such vacancy pursuant to section 3 of this article III) the vacancies thus created may be filled, at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

        Unless the corporation's certificate of incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified board of directors only for cause. If the corporation's certificate of incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

        If the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation's certificate of incorporation, these provisions shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

        SECTION 5.    INCREASE OR DECREASE OF NUMBER.    The number of directors may be increased or decreased by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority in interest of the stockholders. No decrease in the number of directors shall reduce the term of any person then serving as a director.

        SECTION 6.    POWERS.    The board of directors shall exercise all of the powers of the corporation except such powers as are by law, or by the corporation's certificate of incorporation or by these by-laws, conferred upon or reserved to the stockholders.

        SECTION 7.    COMMITTEES.    The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member or members.

        Any committee, to the extent provided in the resolution of the board of directors, or in these by-laws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution, these by-laws or the corporation's certificate of incorporation expressly so provide, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

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        SECTION 8.    MEETINGS.    The directors elected upon any annual meeting of the stockholders may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of that meeting may be fixed by consent in writing of all the directors.

        Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

        Special meetings of the board may be called by the chairman, vice chairman, chief executive officer or the president on the written request of majority of the directors on at least two days notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

        Unless otherwise restricted by the corporation's certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and that participation in a meeting shall constitute presence in person at the meeting.

        SECTION 9.    QUORUM.    A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting that is so adjourned.

        SECTION 10.    COMPENSATION.    Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing in these by-laws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

        SECTION 11.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and that written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

        SECTION 1.    OFFICERS.    The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the board of directors and who shall hold office until their successors are elected and qualified. In addition, the board of directors may elect a chairman, a vice-chairman, a chief executive officer, a chief operating officer, one or more vice-presidents and such assistant secretaries and assistant treasurers as they may deem proper. None of the officers of the corporation need be directors.

        Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause, by the board of directors. Any vacancy may be filled by the board of directors.

        SECTION 2.    OTHER OFFICERS AND AGENTS.    The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall

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exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

        SECTION 3.    CHAIRMAN.    The chairman, if one be elected, shall preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        SECTION 4.    VICE-CHAIRMAN.    The vice-chairman, if one be elected, shall, in the absence or disability of the chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chairman.

        SECTION 5.    CHIEF EXECUTIVE OFFICER.    The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        SECTION 6.    PRESIDENT.    The president shall, in the absence or disability of the chairman, vice-chairman and chief executive officer, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        In the absence or disability of the chief executive officer, the president, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        SECTION 7.    CHIEF OPERATING OFFICER.    The chief operating officer, if one be elected, shall have such power and authority and perform such duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the president, the chief operating officer, if available, shall have the authority, and shall perform the duties, of the president. In addition, in the absence or disability of the chief executive officer and the president, the chief operating officer, if available, shall have the authority and perform the duties of the chief executive officer.

        SECTION 8.    VICE-PRESIDENT.    Each vice-president shall have such power and authority and perform such duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        The board of directors may designate one or more vice- presidents, in such order of priority as shall be specified by the board of directors, to have the authority, and to perform the duties, of the chief executive officer in the absence or disability of the chief executive officer, the president and the chief operating officer; provided, however, that no vice-president shall have such authority or perform such duties unless specifically designated for that purpose by the board of directors.

        SECTION 9.    TREASURER.    The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate account of receipts and disbursements in books belonging to the

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corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors.

        The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, or the chief executive officer, taking proper vouchers for such disbursements. He shall render to the chief executive officer and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

        SECTION 10.    SECRETARY.    The secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these by-laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, the president, the chairman, the vice-chairman or by the board of directors or stockholders, upon whose requisition the meeting is called as provided in these by- laws.

        The secretary shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the chief executive officer or the board of directors. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the chief executive officer or the board of directors, and attest the same.

        SECTION 11.    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.    Assistant treasurers, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the treasurer, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        Assistant secretaries, if any shall be elected, shall, in the absence of the secretary, have the authority, and perform the duties, of the secretary, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

ARTICLE V

INDEMNIFICATION

        SECTION 1.    RIGHT TO INDEMNIFICATION.    Any person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or completed civil, criminal, or administrative action, suit, or proceeding and any appeal therein and any inquiry or investigation in connection therewith or which could lead thereto (a "proceeding"), by reason of his or her being or having been a stockholder, director or officer of the corporation or of any predecessor, including, without limitation, any predecessor absorbed by the corporation in a consolidation or merger, or by reason of his or her being or having been a stockholder, member, director, officer, trustee, employee or agent of any other corporation (domestic or foreign) or of any foundation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the corporation or of any such predecessor of the corporation, or the legal representative of any such stockholder, director, or officer, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of the State of Delaware, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Act permitted prior to such amendment), from and against any and all

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reasonable costs, disbursements and attorneys' fees incurred or suffered in connection with any such proceeding, and any and all amounts paid or to be paid in satisfaction of settlements, judgments, fines, excise taxes, and penalties (including those payable under the Employee Retirement Income Security Act of 1974, as amended), in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a stockholder, director, or officer and shall inure to the benefit of his or her heirs, executors, administrators, and assigns, provided however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such stockholder, director, or officer did not meet the applicable standards of conduct required under the laws of the State of Delaware to be so indemnified.

        SECTION 2.    DETERMINATION THAT INDEMNIFICATION IS PROPER.    Any indemnification of a stockholder, director or officer of the corporation under this article (unless ordered by a court) shall be made by the corporation unless a determination is made that indemnification of the stockholder, director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct or because indemnification would otherwise be prohibited under the laws of the State of Delaware. Any such determination shall be made (i) by the Board of Directors by majority vote of a quorum consisting of Disinterested Directors (hereinafter defined), or (ii) if a quorum of the Board of Directors is not obtainable, or even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (hereinafter defined), to be selected by the Board of Directors, in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee, or (iii) by the stockholders of the corporation. If it is so determined that the indemnitee is entitled to indemnification, payment to the indemnitee shall be promptly made.

        For purposes of this section, "Disinterested Director" means a director of the corporation who is not and was not a party to or otherwise interested in the matter in respect of which indemnification is sought by the indemnitee, and "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (a) the corporation or the indemnitee in any matter material to either such party, or (b) any other party to the matter giving rise to a claim for indemnification. Notwithstanding the foregoing, the term "Independent Counsel' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest hi representing either the corporation or the indemnitee in an action to determine the indemnitee's rights under this section.

        SECTION 3.    ADVANCE PAYMENT OF EXPENSES.    The right to indemnification in this section shall be a contract right and shall include the right to be paid by the corporation the expenses (including attorneys' fees) incurred by any stockholder, director or officer in connection with the proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors, provided however, that if the laws of the State of Delaware so require, the payment of expenses in advance shall be made only upon receipt by the corporation of an undertaking, by or on behalf of such stockholder, director or officer, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this section and the laws of the State of Delaware.

        SECTION 4.    PROCEDURE FOR INDEMNIFICATION.    Any indemnification of a stockholder, director or officer of the corporation, or advance of costs, charges or expenses to a stockholder, director or officer under this section, shall be made promptly, and in any event within 60 days, upon the written request of the stockholder, director or officer. If a determination by the corporation that the stockholder, director or officer is entitled to indemnification or advances pursuant to this section is

7

required, and the corporation fails to respond within 60 days to a written request therefor, the corporation shall be deemed to have approved such request.

        SECTION 5.    SAVINGS CLAUSE.    If this article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each member, director or officer as to costs, charges, and expenses (including attorney's fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law."

ARTICLE VI

MISCELLANEOUS

        SECTION 1.    CERTIFICATES OF STOCK.    Certificates of stock, signed by the chairman or vice chairman of the board of directors, if they be elected, president or vice-president, and the treasurer or an assistant treasurer, or secretary or an assistant secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

        SECTION 2.    LOST CERTIFICATES.    A new certificate of stock may be issued hi the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of the certificate, or the issuance of the new certificate.

        SECTION 3.    TRANSFER OF SHARES.    The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

        SECTION 4.    STOCKHOLDERS RECORD DATE.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of the meeting, nor more than 60 days before any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

        SECTION 5.    DIVIDENDS.    Subject to the provisions of the corporation's certificate of incorporation, the board of directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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        SECTION 6.    SEAL.    The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

        SECTION 7.    FISCAL YEAR    The fiscal year of the corporation shall be determined by resolution of the board of directors.

        SECTION 8.    CHECKS.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined from time to time by resolution of the board of directors.

        SECTION 9.    NOTICE AND WAIVER OF NOTICE.    Whenever any notice is required by these by-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and that notice shall be deemed to have been given on the day of the mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

        Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the corporation's certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent to that notice.

ARTICLE VII

AMENDMENTS

        These by-laws may be altered or repealed and by-laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of the by-law or by-laws to be made be contained in the notice of that special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the board of directors, at any regular meeting of the board of directors, or at any special meeting of the board of directors, if notice of the proposed alteration or repeal, or of the by-law or bylaws to be made, be contained in the notice of that special meeting.

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Exhibit 3.22

EX-3.23

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Exhibit 3.23

CERTIFICATE OF FORMATION

of

BRIMFIELD ACQUISITION LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is Brimfield Acquisition LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: March 2, 1999

/s/  CHARLES A. SAMUELSON Charles A. Samuelson

AMENDMENT TO CERTIFICATE OF FORMATION

of

BRIMFIELD ACQUISITION LLC

        It is hereby certified that:

        1.     The name of the limited liability company (the "Company") is Brimfield Acquisition LLC.

        2.     The certificate of formation of the Company (the "Certificate of Formation") was filed with the Secretary of State of Delaware on March 2, 1999.

        3.     The Certificate of Formation is hereby amended by deleting Article 1 thereof in its entirety and by substituting in lieu thereof the following new Article 1.

"ARTICLE 1

        The name of the limited liability company is Brimfield Precision, LLC."

        4.     The amendment of the Certificate of Formation herein certified has been duly adopted in accordance with the provisions of section 18-202 of the Limited Liability Company Act of the State of Delaware.

Dated: March 23, 1999

MEDSOURCE TECHNOLOGIES, LLC
By:	MedSource Technologies, Inc. its sole member
	By:	/s/  EDWARD R. MANDELL Edward R. Mandell, Assistant Secretary

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Exhibit 3.23

EX-3.24

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Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

BRIMFIELD ACQUISITION LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 3, 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

        The Member desires to form, and become the sole member of, Brimfield Acquisition LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is Brimfield Acquisition LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of Massachusetts, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member;

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and

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operation of the Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the. Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member;

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        (b)   the sale or other disposition of all of the Company's assets;

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member, provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severability.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

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        Section 7 5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder" and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

        [The next page is the signature page]

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        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  EDWARD R. MANDELL Name: Edward R. Mandell Title: Assistant Secretary

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Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT OF BRIMFIELD ACQUISITION LLC (a Delaware limited liability company)

EX-3.25

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Exhibit 3.25

CERTIFICATE OF FORMATION

of

KELCO ACQUISITION LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is Kelco Acquisition LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated:    December 28, 1998

/s/  CHARLES A. SAMUELSON Charles A. Samuelson, Organizer

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Exhibit 3.25

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
KELCO ACQUISITION LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 1, 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

        The Member desires to form, and become the sole member of, Kelco Acquisition LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1 Formation. The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2 Admission of Members. By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3 Name of the Company. The name of the Company is Kelco Acquisition LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4 Places of Business. The principal place of business of the Company shall be located in the state of Minnesota, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5 Purpose. The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1 Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1 Distributions. The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2 Allocation of Profit and Loss. All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1 Tax Returns. The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2 Elections. Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3 Books and Records. The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member;

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4 Disregarded Entity. The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1 Management of the Company. The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

        Section 5.2 Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties,.as- the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and

2

operation of the Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3 Bank Accounts. The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1 Dissolution. The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member;

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        (b)   the sale or other disposition of all of the Company's assets;

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2 Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

        (i)    to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

        (ii)   to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member; provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1 Governing Law. This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2 Severability. The pro visions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4 Titles and Captions. The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

4

        Section 7.5 Grammatical Conventions. Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6 References. The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

        [The next page is the signature page]

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        Section 7.7 Entire Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, INC.
By:	/s/  EDWARD R. MANDELL Name:  Edward R. Mandell Title:    Assistant Secretary

6

EX-3.27

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Exhibit 3.27

CERTIFICATE OF FORMATION

of

HAYDEN ACQUISITION LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is Hayden Acquisition LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: January 14, 1999
	/s/  THOMAS G. HUSZAR Thomas G. Huszar, Organizer

AMENDMENT TO CERTIFICATE OF FORMATION

of

HAYDEN ACQUISITION LLC

        It is hereby certified that:

        1.     The name of the limited liability company (the "Company") is Hayden Acquisition LLC.

        2.     The certificate of formation of the Company (the "Certificate of Formation") was filed with the Secretary of State of Delaware on January 14, 1999.

        3.     The Certificate of Formation is hereby amended by deleting Article 1 thereof in its entirety and by substituting in lieu thereof the following new Article 1.

"ARTICLE 1

        The name of the limited liability company is Hayden Precision Industries, LLC."

        4.     The amendment of the Certificate of Formation herein certified has been duly adopted in accordance with the provisions of section 18-202 of the Limited Liability Company Act of the State of Delaware.

Dated: March 23, 1999
MEDSOURCE TECHNOLOGIES, LLC
	By:	MedSource Technologies, Inc. its sole member
		By:	/s/  EDWARD R. MANDELL Edward R. Mandell, Assistant Secretary

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CERTIFICATE OF FORMATION of HAYDEN ACQUISITION LLC
AMENDMENT TO CERTIFICATE OF FORMATION of HAYDEN ACQUISITION LLC

EX-3.28

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Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT

OF

HAYDEN ACQUISITION LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 2, 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

        The Member desires to form, and become the sole member of, Hayden Acquisition LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is Hayden Acquisition LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of New York, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

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ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member,

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

2

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and operation of the Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

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ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member;

        (b)   the sale or other disposition of all of the Company s assets;

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member, provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law.    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severability.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

        Section 7.5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

[The next page is the signature page]

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        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  EDWARD R. MANDELL Name: Edward R. Mandell Title: Assistant Secretary

5

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Exhibit 3.28

EX-3.29

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Exhibit 3.29

CERTIFICATE OF FORMATION

of

PORTLYN ACQUISITION LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is Portlyn Acquisition LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: January 26, 1999
	/s/  THOMAS G. HUSZAR Thomas G. Huszar

AMENDMENT TO CERTIFICATE OF FORMATION

of

PORTLYN ACQUISITION LLC

        It is hereby certified that:

        1.     The name of the limited liability company (the "Company") is Portlyn Acquisition LLC.

        2.     The certificate of formation of the Company (the "Certificate of Formation") was filed with the Secretary of State of Delaware on January 26, 1999.

        3.     The Certificate of Formation is hereby amended by deleting Article 1 thereof in its entirety and by substituting in lieu thereof the following new Article 1.

"ARTICLE 1

        The name of the limited liability company is Portlyn, LLC."

        4.     The amendment of the Certificate of Formation herein certified has been duly adopted in accordance with the provisions of section 18-202 of the Limited Liability Company Act of the State of Delaware.

Dated: March 23, 1999
	MEDSOURCE TECHNOLOGIES, LLC
	By:	MedSource Technologies, Inc. its sole member
		By:	/s/  EDWARD R. MANDELL Edward R. Mandell, Assistant Secretary

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CERTIFICATE OF FORMATION of PORTLYN ACQUISITION LLC
AMENDMENT TO CERTIFICATE OF FORMATION of PORTLYN ACQUISITION LLC

EX-3.30

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Exhibit 3.30

LIMITED LIABILITY COMPANY AGREEMENT

OF

PORTLYN ACQUISITION LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 2, 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

        The Member desires to form, and become the sole member of, Portlyn Acquisition LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is Portlyn Acquisition LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of New Hampshire, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member,

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and operation of the

2

Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member,

        (b)   the sale or other disposition of all of the Company's assets;

3

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member, provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law.    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severability.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

        Section 7.5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

[The next page is the signature page]

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        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  EDWARD R. MANDELL Name: Edward R. Mandell Title: Assistant Secretary

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Exhibit 3.30

EX-3.31

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Exhibit 3.31

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 am 03/18/1999
991105002 - 3018204

CERTIFICATE OF FORMATION
Of
THE MICROSPRING COMPANY, LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is The MicroSpring Company, LLC.

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: March 17, 1999.

/s/ Seth Metsch Seth A. Metsch

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Exhibit 3.31

CERTIFICATE OF FORMATION Of THE MICROSPRING COMPANY, LLC
ARTICLE 1
ARTICLE 2
ARTICLE 3

EX-3.32

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Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT

OF

THE MICROSPRING COMPANY, LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 19, 1999 by MedSource Technologies, LLC, a Delaware limited liability company ("the "Member").

        The Member desires to form, and become the sole member of, The MicroSpring Company, LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is The MicroSpring Company, LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of Massachusetts, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member;

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and

2

operation of the Company as the Member shall prescribe. Any officer may be removed, with or without cause by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made the signatories designated by the Member.

ARTICLE VI
DISSOLUTION AMD LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member;

3

        (b)   the sale or other disposition of all of the Company's assets;

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member; provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law.    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severability.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

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        Section 7.5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

[The next page is the signature page]

5

        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, LLC
By:	/s/ EDWARD R. MANDELL Name: Edward R. Mandell Title: Assistant Secretary

6

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Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT OF THE MICROSPRING COMPANY, LLC (a Delaware limited liability company)

EX-3.33

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Exhibit 3.33

CERTIFICATE OF FORMATION

of

TENAX, LLC

        The undersigned, a natural person, for the purposes of forming a limited liability company under the provisions of the Delaware Limited Liability Company Act, hereby certifies that:

ARTICLE 1

        The name of the limited liability company is Tenax, LLC

ARTICLE 2

        The address of the registered office of the limited liability company required by section 138-104(1) of the Delaware Limited Liability Company Act is: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

ARTICLE 3

        The name and the address of the registered agent of the limited liability company required by section 18-104(2) of the Delaware Limited Liability Company Act are: Bridge Service Corp., 30 Old Rudnick Lane, Dover, Kent County, Delaware 19901.

Dated: January 4, 2000
	/s/  MITCHELL S. NUSSBAUM Mitchell S. Nussbaum, Authorized Person

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CERTIFICATE OF FORMATION of TENAX, LLC

EX-3.34

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Exhibit 3.34

LIMITED LIABILITY COMPANY AGREEMENT
OF
TENAX, LLC
(a Delaware limited liability company)

        THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of December    , 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

        The Member desires to form, and become the sole member of, Tenax, LLC, a Delaware limited liability company (the "Company"), and to provide herein for the management and the conduct of the business and affairs of the Company and the relative rights and obligations of the Member with respect thereto.

        The Member hereby agrees as follows:

ARTICLE I
FORMATION

        Section 1.1    Formation.    The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") upon the filing of the certificate of formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware.

        Section 1.2    Admission of Members.    By executing this Agreement, the Member is being admitted as the sole Member of the Company, all upon the terms and subject to the conditions set forth in this Agreement.

        Section 1.3    Name of the Company.    The name of the Company is Tenax, LLC. The Company shall conduct its business under such name, or under any assumed, fictitious or other name as may be determined by the Member and permitted by law.

        Section 1.4    Places of Business.    The principal place of business of the Company shall be located in the state of Minnesota, or at such other place as the Member may determine. The Company shall qualify to do business in such places as the Member or an officer of the Company may determine.

        Section 1.5    Purpose.    The purpose of the Company is to engage in any lawful business, purpose or activity permitted by the Act.

ARTICLE II
CAPITALIZATION

        Section 2.1    Capital Contributions.

        (a)   Simultaneously with the execution and delivery of this Agreement, the Member is contributing $100 to the capital of the Company.

        (b)   Except as expressly provided in Section 2.1 hereof, the Member shall not be required (but may in its sole discretion) to make any capital contribution or to lend or advance funds or property to the Company for any purpose whatsoever.

1

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

        Section 3.1    Distributions.    The Company shall make distributions (including, without limitation, interim distributions) of cash or other property to the Member at such times and in such amounts as the Member may determine.

        Section 3.2    Allocation of Profit and Loss.    All profit or loss of the Company for each period shall be allocated to the Member.

ARTICLE IV
FISCAL MATTERS

        Section 4.1    Tax Returns.    The Company shall prepare and file, or shall cause to be prepared and filed, all tax returns required to be filed for the Company.

        Section 4.2    Elections.    Except as otherwise specifically provided herein, all tax and accounting decisions and elections required or permitted to be made by the Company under applicable law shall be made by the Member.

        Section 4.3    Books and Records.    The Company shall maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company, including, without limitation:

        (a)   true and full information regarding the status of the Business and financial condition of the Company;

        (b)   a copy of the Company's federal, state and local income tax returns for each of the last three tax years;

        (c)   a current list of the name, last known business, residence of mailing address of the Member,

        (d)   a copy of this Agreement and the Certificate of Formation and all amendments thereto and restatements thereof, together with an executed copy of any written power of attorney pursuant to which this Agreement and any certificate or amendment thereto has been executed; and

        (e)   true and full information regarding the amount of cash and a description and statement of the agreed value of any property or services contributed by the Member and the date on which it became a Member.

        Section 4.4    Disregarded Entity.    The Member intends that the Company be characterized as a disregarded entity for United States federal income tax purposes.

ARTICLE V
ADMINISTRATION

        Section 5.1    Management of the Company.    The Member shall have the exclusive right, power and authority to manage the business, assets, operation and affairs of the Company, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, to incur, perform, satisfy and compromise all manner of obligations on behalf of the Company, and to make all decisions and do all things necessary or desirable in connection therewith.

2

        Section 5.2    Officers of the Company.

        (a)   The Member may appoint such officers of the Company, with such powers and duties, as the Member may determine from time to time. Each officer shall serve at the pleasure of the Member, including, without limitation, a Chairman, a President, a Vice President, a Secretary, a Treasurer and one or more other Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member may determine. The officers of the Company shall have such authority and perform such duties in the management and operation of the Company as the Member shall prescribe. Any officer may be removed, with or without cause, by the Member.

        (b)   The Chairman of the Company, if one is appointed, shall be responsible for oversight of the management and business of the Company.

        (c)   The President of the Company, if one is appointed, shall be the chief executive officer of the Company, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Member are carried into effect.

        (d)   The Vice President of the Company, if one is appointed, and if there shall be more than one, the Vice Presidents in the order determined by the Member, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (e)   The Secretary of the Company, if one is appointed, shall record all of the proceedings and actions of the Member in writing and shall exercise such additional authority and perform such additional duties as the Member shall prescribe. The Assistant Secretary, if one is appointed, and if there be more than one, the Assistant Secretaries in the order determined by the Member, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        (f)    The Treasurer of the Company, if one is appointed, shall have custody of the Company's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the President and the Member, when requested, an account of all his transactions as Treasurer and of the financial condition of the Company. If required by the Member, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Member for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company. The Assistant Treasurer, if one is appointed, and if there shall be more than one, the Assistant Treasurers in the order determined by the Member, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the President or the Member may from time to time prescribe.

        Section 5.3    Bank Accounts.    The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Member may select. All amounts deposited by or on behalf of the Company in those accounts shall be and remain the property of the Company. Withdrawals from such accounts shall be made by the signatories designated by the Member.

3

ARTICLE VI
DISSOLUTION AND LIQUIDATION

        Section 6.1    Dissolution.    The Company shall be dissolved upon the first of the following events to occur:

        (a)   the determination of the Member,

        (b)   the sale or other disposition of all of the Company s assets;

        (c)   the entry of a judicial decree of dissolution of the Company pursuant to the Act; or

        (d)   if there are no Members.

        Section 6.2    Liquidation.

        (a)   Upon a dissolution of the Company, the Member shall take or cause to be taken a full account of the Company's assets and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and to terminate its business and affairs. The Company's assets, or the proceeds from the liquidation thereof, shall be applied in cash or in kind in the following order:

          (i)  to creditors (including Members who are creditors (other than on account of their capital accounts)) to the extent otherwise permitted by applicable law in satisfaction of all liabilities and obligations of the Company, including expenses of the liquidation;

         (ii)  to the establishment of such reserves for contingent liabilities of the Company as are deemed necessary or desirable by the Member, provided, however, that such reserves shall be held in a bank in escrow for the purpose of disbursing such reserves for the payment of such contingent liabilities and, at the expiration of such period as the Member may reasonably deem advisable, for the purpose of distributing the remaining balance in accordance with subparagraph (iii) below; and

        (iii)  to the Member.

        (b)   Following the liquidation of the Company, the Member shall file a Certificate of Cancellation of the Certificate of Formation of the Company with the Office of the Secretary of State of the State of Delaware.

ARTICLE VII
MISCELLANEOUS

        Section 7.1    Governing Law.    This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction.

        Section 7.2    Severability.    The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be illegal, invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any illegal, invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, legal, valid and enforceable.

        Section 7.3    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This

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Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto.

        Section 7.4    Titles and Captions.    The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not have any affect on the construction or interpretation of this Agreement.

        Section 7.5    Grammatical Conventions.    Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.

        Section 7.6    References.    The terms "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of similar import, refer to this Agreement as a whole, and not to any Section or other part hereof.

        [The next page is the signature page]

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        Section 7.7    Entire Agreement.    This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, relating thereto (written or oral) all of which are merged herein.

MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  EDWARD R. MANDELL
	Name:	Edward R. Mandell
	Title:	Assistant Secretary

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LIMITED LIABILITY COMPANY AGREEMENT OF TENAX, LLC (a Delaware limited liability company)

EX-3.35

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Exhibit 3.35

CERTIFICATE OF INCORPORATION

OF

THERMAT ACQUISITION CORP.

        The undersigned, a natural person, for the purposes of organizing a corporation under the provisions of the General Corporation Law of the state of Delaware, hereby certifies that:

ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is Thermat Acquisition Corp.

ARTICLE II.

        1.     The address, including street, number, city, and county, of the registered office the Corporation in the state of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805; and the name of the registered agent of the Corporation in the state of Delaware at such address is Corporation Service Company.

        2.     The name and mailing address of the Incorporator are:

Edward M. Slezak
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174

ARTICLE III.

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of Delaware.

ARTICLE IV.

        The aggregate number of shares which the Corporation shall have the authority to issue is 200 shares, designated as common stock, the par value of each of which shall be $.01.

ARTICLE V.

        The Corporation shall have perpetual existence.

ARTICLE VI.

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be Director, officer,

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employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article VII.

Dated: April 28, 2000
	/s/  EDWARD M. SLEZAK Edward M. Slezak Sole Incorporator

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CERTIFICATE OF INCORPORATION OF THERMAT ACQUISITION CORP.

EX-3.36

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Exhibit 3.36

BYLAWS

OF

THERMAT ACQUISITION CORP.

ARTICLE I
OFFICES

        A.    REGISTERED OFFICE.    The corporation's registered office in the state of Delaware shall be established and maintained at the office of Corporation Service Company, 1013 Centre Street, in the city of Wilmington, in the county of New Castle, in the state of Delaware, and Corporation Service Company shall be the registered agent of this corporation in charge of the corporation's registered office in the state of Delaware.

        B.    OTHER OFFICES.    The corporation may have other offices, either within or without the state of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        A.    ANNUAL MEETINGS.    Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting.

        If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

        B.    OTHER MEETINGS.    Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting.

        C.    VOTING.    Each stockholder entitled to vote in accordance with the terms of the corporation's certificate of incorporation and these bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by that stockholder, but no proxy shall be voted after three years from its date unless that proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the corporation's certificate of incorporation or the laws of the state of Delaware.

        A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        D.    QUORUM.    Except as otherwise required by law, by the corporation's certificate of incorporation or by these bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the

stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

        E.    SPECIAL MEETINGS.    Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, Vice-Chairman, Chief Executive Officer, President or secretary, or by resolution of the majority of the board of directors or by vote of the stockholders holding 25% or more of the outstanding stock of the corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at a special meeting.

        F.    NOTICE OF MEETINGS.    Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than 60 days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

        G.    ACTION WITHOUT MEETING.    Unless otherwise provided by the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

        A.    NUMBER AND TERM.    The number of directors constituting the board of directors shall be not more than nine nor less than one, as fixed from time to time in these bylaws or by action the board of directors. The initial number of directors shall be three. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

        B.    RESIGNATIONS.    Any director, member of a committee or other officer may resign at any time. That resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

        C.    VACANCIES.    If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill the vacancy and that person shall hold office for the unexpired term and until his successor shall be duly elected and qualified, provided, however, that if there are no directors then in office due to a vacancy, the stockholders may elect a successor who shall hold office for the unexpired term and until his successor shall be duly elected and qualified.

        D.    REMOVAL.    Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the

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shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

        Unless the corporation's certificate of incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified board of directors only for cause. If the corporation's certificate of incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

        If the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation's certificate of incorporation, these provisions shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

        E.    INCREASE OF NUMBER.    The number of directors may be increased by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at that meeting to hold office until the next annual election and until their successors are elected and qualify.

        F.    POWERS.    The board of directors shall exercise all of the powers of the corporation except such powers as are by law, or by the corporation's certificate of incorporation or by these bylaws, conferred upon or reserved to the stockholders.

        G.    COMMITTEES.    The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member or members.

        Any committee, to the extent provided in the resolution of the board of directors, or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, these bylaws or the corporation's certificate of incorporation expressly so provide, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

        H.    MEETINGS.    The directors elected upon any annual meeting of the stockholders may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of that meeting may be fixed by consent in writing of all the directors.

        Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

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        Special meetings of the board may be called by the chairman, vice chairman, chief executive officer or the president on the written request of majority of the directors on at least two days notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

        Unless otherwise restricted by the corporation's certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and that participation in a meeting shall constitute presence in person at the meeting.

        I.    QUORUM.    A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting that is so adjourned.

        J.    COMPENSATION.    Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing in these bylaws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

        K.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and that written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV
OFFICERS

        A.    OFFICERS.    The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the board of directors and who shall hold office until their successors are elected and qualified. In addition, the board of directors may elect a chairman, a vice-chairman, a chief executive officer, a chief operating officer, one or more vice-presidents and such assistant secretaries and assistant treasurers as they may deem proper. None of the officers of the corporation need be directors.

        Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause, by the board of directors. Any vacancy may be filled by the board of directors.

        B.    OTHER OFFICERS AND AGENTS.    The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

        C.    CHAIRMAN.    The chairman, if one be elected, shall preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

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        D.    VICE-CHAIRMAN.    The vice-chairman, if one be elected, shall, in the absence or disability of the chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chairman.

        E.    CHIEF EXECUTIVE OFFICER.    The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        F.    PRESIDENT.    The president shall, in the absence or disability of the chairman, vice-chairman and chief executive officer, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        In the absence or disability of the chief executive officer, the president, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        G.    CHIEF OPERATING OFFICER.    The chief operating officer, if one be elected, shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the president, the chief operating officer, if available, shall have the authority, and shall perform the duties, of the president. In addition, in the absence or disability of the chief executive officer and the president, the chief operating officer, if available, shall have the authority and perform the duties of the chief executive officer.

        H.    VICE-PRESIDENT.    Each vice-president shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        The board of directors may designate one or more vice- presidents, in such order of priority as shall be specified by the board of directors, to have the authority, and to perform the duties, of the chief executive officer in the absence or disability of the chief executive officer, the president and the chief operating officer; provided, however, that no vice-president shall have such authority or perform such duties unless specifically designated for that purpose by the board of directors.

        I.    TREASURER.    The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries, as may be designated by the board of directors.

        The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, or the chief executive officer, taking proper vouchers for such disbursements. He shall render to the chief executive officer and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond

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for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

        J.    SECRETARY.    The secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these by-laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, the president, the chairman, the vice-chairman or by the board of directors or stockholders, upon whose requisition the meeting is called as provided in these by-laws.

        The secretary shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the chief executive officer or the board of directors. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the chief executive officer or the board of directors, and attest the same.

        K.    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.    Assistant treasurers, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the treasurer, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        Assistant secretaries, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the secretary, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

ARTICLE V
MISCELLANEOUS

        A.    CERTIFICATES OF STOCK.    Certificates of stock, signed by the chairman or vice chairman of the board of directors, if they be elected, president or vice-president, and the treasurer or an assistant treasurer, or secretary or an assistant secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

        B.    LOST CERTIFICATES.    A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of the certificate, or the issuance of the new certificate.

        C.    TRANSFER OF SHARES.    The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

        D.    STOCKHOLDERS RECORD DATE.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than

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ten days before the date of the meeting, nor more than 60 days before any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

        E.    DIVIDENDS.    Subject to the provisions of the corporation's certificate of incorporation, the board of directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

        F.    SEAL.    The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

        G.    FISCAL YEAR.    The fiscal year of the corporation shall be determined by resolution of the board of directors.

        H.    CHECKS.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined from time to time by resolution of the board of directors.

        I.    NOTICE AND WAIVER OF NOTICE.    Whenever any notice is required by these bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and that notice shall be deemed to have been given on the day of the mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

        J.    VOTING UPON STOCKS.    Unless otherwise ordered by the board of directors, any officer of the corporation shall have full power and authority on behalf of the corporation to attend and to act and to vote in person or by proxy at any meeting of the holders of securities of any corporation in which the corporation may own or hold stock or other securities, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock or other securities that the corporation, as the owner or holder thereof, might have possessed and exercised if present. Unless otherwise ordered by the board of directors, any officer of the corporation may also execute and deliver on behalf of the corporation powers of attorney, proxies, waivers of notice and other instruments relating to the stocks or securities owned or held by the corporation.

        Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the corporation's certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent to that notice.

ARTICLE VI
AMENDMENTS

        These bylaws may be altered or repealed and bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of the bylaw or bylaws to be made be contained in the notice of that special meeting, by the affirmative vote

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of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the board of directors, at any regular meeting of the board of directors, or at any special meeting of the board of directors, if notice of the proposed alteration or repeal, or of the bylaw or bylaws to be made, be contained in the notice of that special meeting.

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Exhibit 3.36

BYLAWS OF THERMAT ACQUISITION CORP.

EX-3.37

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Exhibit 3.37

CERTIFICATE OF INCORPORATION

of

ACT ACQUISITION CORP.

        The undersigned, a natural person, for the purpose of organizing a corporation under the provision of the General Corporation Law of the State of Delaware, hereby certifies that:

ARTICLE I

        The name of the corporation (hereinafter called the "Corporation") is ACT Acquisition Corp.

ARTICLE II

        The address, including the street, number, city, and county of the registered office of the Corporation is c/o Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of Newcastle, Delaware 19808. The name of the Company's registered agent for service of process at such address is the Corporation Service Company.

ARTICLE III

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote and lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

        The aggregate number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, designated as common stock, par value $0.01.

ARTICLE V

        The name and address of the incorporator is: Joan E. Rudolph, 2200 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota 55402.

ARTICLE VI

        The Corporation shall have perpetual existence.

ARTICLE VII

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided from herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VIII

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article VIII.

Dated: December 6, 2000
	/s/  JOAN E. RUDOLPH Joan E. Rudolph, Sole Incorporator

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CERTIFICATE OF MERGER
OF ACT MEDICAL, INC.
INTO
ACT ACQUISITION CORP.

        The undersigned corporation DOES HEREBY CERTIFY:

        FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
ACT Acquisition Corp.	Delaware
ACT Medical, Inc.	Massachusetts

        SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

        THIRD: That the name of the surviving corporation of the merger is ACT Acquisition Corp., which shall herewith be changed to MedSource Technologies. Newton Inc.

        FOURTH: That the Certificate of Incorporation of ACT Acquisition Corp., a Delaware corporation, which is the surviving corporation, shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation, except that Article I of such Certificate of Incorporation is hereby amended to read in its entirety as follows: "The name of the corporation (hereinafter called the "Corporation") is MedSource Technologies, Newton Inc."

        FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 110 Cheshire Lane, Suite 100, Minneapolis, MN 55305.

        SIXTH: That a copy of the Agreement of Merger will be famished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

        SEVENTH: That the authorized capital stock of ACT Medical, Inc. is 6,000,000 shares consisting entirely of common stock, no par value.

        EIGHTH: That this Certificate of Merger shall be effective on the filing of the Certificate of Merger in Delaware in accordance with the Delaware General Corporation Law.

Dated: December 29, 2000
	ACT ACQUISITION CORP.
	By:	/s/  RICHARD J. EFFRESS Richard J. Effress Chairman of the Board and Chief Executive Officer

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CERTIFICATE OF INCORPORATION of ACT ACQUISITION CORP.
CERTIFICATE OF MERGER OF ACT MEDICAL, INC. INTO ACT ACQUISITION CORP.

EX-3.38

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Exhibit 3.38

BYLAWS

OF

ACT ACQUISITION CORP.

ARTICLE I
OFFICES

        A.    REGISTERED OFFICE.    The corporation's registered office in the state of Delaware shall be established and maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, in the city of Wilmington, in the county of New Castle, in the state of Delaware, and Corporation Service Company shall be the registered agent of this corporation in charge of the corporation's registered office in the state of Delaware.

        B.    OTHER OFFICES.    The corporation may have other offices, either within or without the state of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        A.    ANNUAL MEETINGS.    Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting.

        If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

        B.    OTHER MEETINGS.    Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting.

        C.    VOTING.    Each stockholder entitled to vote in accordance with the terms of the corporation's certificate of incorporation and these bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by that stockholder, but no proxy shall be voted after three years from its date unless that proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote: all other questions shall be decided by majority vote except as otherwise provided by the corporation's certificate of incorporation or the laws of the state of Delaware.

        A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        D.    QUORUM.    Except as otherwise required by law, by the corporation's certificate of incorporation or by these bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the

stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

        E.    SPECIAL MEETINGS.    Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, Vice-Chairman, Chief Executive Officer, President or secretary, or by resolution of the majority of the board of directors or by vote of the stockholders holding 25% or more of the outstanding stock of the corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at a special meeting.

        F.    NOTICE OF MEETINGS.    Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than 60 days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

        G.    ACTION WITHOUT MEETING.    Unless otherwise provided by the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may betaken at any annual or special meeting, may betaken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

        A.    NUMBER AND TERM.    The number of directors constituting the board of directors shall be not more than nine nor less than one, as fixed from time to time in these bylaws or by action the board of directors. The initial number of directors shall be three. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

        B.    RESIGNATIONS.    Any director, member of a committee or other officer may resign at any time. That resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

        C.    VACANCIES.    If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill the vacancy and that person shall hold office for the unexpired term and until his successor shall be duly elected and qualified, provided, however, that if there are no directors then in office due to a vacancy, the stockholders may elect a successor who shall hold office for the unexpired term and until his successor shall be duly elected and qualified.

        D.    REMOVAL.    Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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        Unless the corporation's certificate of incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified board of directors only for cause. If the corporation's certificate of incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

        If the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation's certificate of incorporation, these provisions shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

        E.    INCREASE OF NUMBER.    The number of directors may be increased by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at that meeting to hold office until the next annual election and until their successors are elected and qualify.

        F.    POWERS.    The board of directors shall exercise all of the powers of the corporation except such powers as are by law, or by the corporation's certificate of incorporation or by these bylaws, conferred upon or reserved to the stockholders.

        G.    COMMITTEES.    The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member or members.

        Any committee, to the extent provided in the resolution of the board of directors, or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, these bylaws or the corporation's certificate of incorporation expressly so provide, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

        H.    MEETINGS.    The directors elected upon any annual meeting of the stockholders may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of that meeting may be fixed by consent in writing of all the directors.

        Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

        Special meetings of the board may be called by the chairman, vice chairman, chief executive officer or the president on the written request of majority of the directors on at least two days notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

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        Unless otherwise restricted by the corporation's certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and that participation in a meeting shall constitute presence in person at the meeting.

        I.    QUORUM.    A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting that is so adjourned.

        J.    COMPENSATION.    Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing in these bylaws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

        K.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and that written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV
OFFICERS

        A.    OFFICERS.    The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the board of directors and who shall hold office until their successors are elected and qualified. In addition, the board of directors may elect a chairman, a vice-chairman, a chief executive officer, a chief operating officer, one or more vice-presidents and such assistant secretaries and assistant treasurers as they may deem proper. None of the officers of the corporation need be directors.

        Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause by the board of directors. Any vacancy may be filled by the board of directors.

        B.    OTHER OFFICERS AND AGENTS.    The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

        C.    CHAIRMAN.    The chairman, if one be elected, shall preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        D.    VICE-CHAIRMAN.    The vice-chairman, if one be elected, shall, in the absence or disability of the chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chairman.

        E.    CHIEF EXECUTIVE OFFICER.    The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and

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at all meetings of the board of directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        F.    PRESIDENT.    The president shall, in the absence or disability of the chairman, vice-chairman and chief executive officer, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        In the absence or disability of the chief executive officer, the president, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        G.    CHIEF OPERATING OFFICER.    The chief operating officer, if one be elected, shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the president, the chief operating officer, if available, shall have the authority, and shall perform the duties, of the president. In addition, in the absence or disability of the chief executive officer and the president, the chief operating officer, if available, shall have the authority and perform the duties of the chief executive officer.

        H.    VICE-PRESIDENT.    Each vice-president shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        The board of directors may designate one or more vice-presidents, in such order of priority as shall be specified by the board of directors, to have the authority, and to perform the duties, of the chief executive officer in the absence or disability of the chief executive officer, the president and the chief operating officer; provided, however, that no vice-president shall have such authority or perform such duties unless specifically designated for that purpose by the board of directors.

        I.    TREASURER.    The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors.

        The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, or the chief executive officer, taking proper vouchers for such disbursements. He shall render to the chief executive officer and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

        J.    SECRETARY.    The secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these by-laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, the president, the chairman, the vice-chairman or by the board of directors or stockholders, upon whose requisition the meeting is called as provided in these by-laws.

        The secretary shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned

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to him by the chief executive officer or the board of directors. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it when authorized by the chief executive officer or the board of directors, and attest the same.

        K.    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.    Assistant treasurers, if any, shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the treasurer, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer. Assistant secretaries, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the secretary, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

ARTICLE V
MISCELLANEOUS

        A.    CERTIFICATES OF STOCK.    Certificates of stock, signed by the chairman or vice chairman of the board of directors, if they be elected, president or vice-president, and the treasurer or an assistant treasurer, or secretary or an assistant secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

        B.    LOST CERTIFICATES.    A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of the certificate, or the issuance of the new certificate.

        C.    TRANSFER OF SHARES.    The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

        D.    STOCKHOLDERS RECORD DATE.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of the meeting, nor more than 60 days before any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

        E.    DIVIDENDS.    Subject to the provisions of the corporation's certificate of incorporation, the board of directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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        F.    SEAL.    The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

        G.    FISCAL YEAR.    The fiscal year of the corporation shall be determined by resolution of the board of directors.

        H.    CHECKS.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined from time to time by resolution of the board of directors.

        I.    NOTICE AND WAIVER OF NOTICE.    Whenever any notice is required by these bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and that notice shall be deemed to have been given on the day of the mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

        J.    VOTING UPON STOCKS.    Unless otherwise ordered by the board of directors, any officer of the corporation shall have full power and authority on behalf of the corporation to attend and to act and to vote in person or by proxy at any meeting of the holders of securities of any corporation in which the corporation may own or hold stock or other securities, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock or other securities that the corporation, as the owner or holder thereof, might have possessed and exercised if present. Unless otherwise ordered by the board of directors, any officer of the corporation may also execute and deliver on behalf of the corporation powers of attorney, proxies, waivers of notice and other instruments relating to the stocks or securities owned or held by tile corporation.

        Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the corporation's certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent to that notice.

ARTICLE VI
AMENDMENTS

        These bylaws may be altered or repealed and bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of the bylaw or bylaws to be made be contained in the notice of that special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the board of directors, at any regular meeting of the board of directors, or at any special meeting of the board of directors, if notice of the proposed alteration or repeal, or of the bylaw or bylaws to be made, be contained in the notice of that special meeting.

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Exhibit 3.38

BYLAWS OF ACT ACQUISITION CORP.

EX-3.39

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Exhibit 3.39

CERTIFICATE OF INCORPORATION

OF

APANTO, INC.

        The undersigned, a natural person, for the purposes of organizing a corporation under the provisions of the General Corporate Law of the State of Delaware, hereby certifies that:

ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is Apanto, Inc.

ARTICLE II.

        1.     The address, including street, number, city, and county, of the registered office of the Corporation in the state of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805; and the name of the registered agent of the Corporation in the state of Delaware at such address is Corporation Service Company.

        2.     The name and mailing address of the incorporator are:

Edward R. Mandell
Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174

ARTICLE III.

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of Delaware.

ARTICLE IV.

        The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares, designated as common stock, the par value of each of which shall be $.01.

ARTICLE V.

        The Corporation shall have perpetual existence.

ARTICLE VI.

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has creased to be Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article VII.

Dated: February 22, 2000
	/s/  EDWARD R. MANDELL Edward R. Mandell Sole Incorporator

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

        Apanto, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "General Corporation Law"), does hereby certify pursuant to Section 241 of the General Corporation Law:

        FIRST: The Company has not received any payment for any of its stock.

        SECOND: That the Board of Directors of the Company, by unanimous written consent of the Board of Directors, duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Company in accordance with the provisions of Section 141(f) and 241 of the General Corporation Law:

        RESOLVED, that Article I of the Certificate of Incorporation of the Company be amended to read as follows in its entirety:

"ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is MedSource Technologies Pittsburgh, Inc."

        IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed and attested by its duly authorized officers this 30^th day of April, 2001.

		APANTO, INC.
		By:	/s/  RICHARD J. EFFRESS Richard J. Effress, Chairman and Chief Executive Officer
ATTEST:
By:	/s/  RALPH POLUMBO Ralph Polumbo, Vice President and Secretary

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CERTIFICATE OF INCORPORATION OF APANTO, INC.
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX-3.40

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Exhibit 3.40

BYLAWS

OF

MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.

ARTICLE I
OFFICES

        A.    REGISTERED OFFICE.    The corporation's registered office in the state of Delaware shall be established and maintained at the office of Corporation Service Company, 1013 Centre Road, in the city of Wilmington, in the county of New Castle, in the state of Delaware, and Corporation Service Company shall be the registered agent of this corporation in charge of the corporation's registered office in the state of Delaware.

        B.    OTHER OFFICES.    The corporation may have other offices, either within or without the state of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        A.    ANNUAL MEETINGS.    Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting.

        If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

        B.    OTHER MEETINGS.    Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting.

        C.    VOTING.    Each stockholder entitled to vote in accordance with the terms of the corporation's certificate of incorporation and these bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by that stockholder, but no proxy shall be voted after three years from its date unless that proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the corporation's certificate of incorporation or the laws of the state of Delaware.

        A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and

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place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        D.    QUORUM.    Except as otherwise required by law, by the corporation's certificate of incorporation or by these bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

        E.    SPECIAL MEETINGS.    Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, Vice-Chairman, Chief Executive Officer, President or secretary, or by resolution of the majority of the board of directors or by vote of the stockholders holding 25% or more of the outstanding stock of the corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at a special meeting.

        F.    NOTICE OF MEETINGS.    Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than 60 days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

        G.    ACTION WITHOUT MEETING.    Unless otherwise provided by the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may betaken at any annual or special meeting, may betaken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

        A.    NUMBER AND TERM.    The number of directors constituting the board of directors shall be not more than nine nor less than one, as fixed from time to time in these bylaws or by action the board of directors. The initial number of directors shall be three. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

        B.    RESIGNATIONS.    Any director, member of a committee or other officer may resign at any time. That resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

        C.    VACANCIES.    If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill the vacancy and that person shall hold office for the unexpired term and until his successor shall be duly elected and qualified, provided, however, that if there are no directors

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then in office due to a vacancy, the stockholders may elect a successor who shall hold office for the unexpired term and until his successor shall be duly elected and qualified.

        D.    REMOVAL.    Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

        Unless the corporation's certificate of incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified board of directors only for cause. If the corporation's certificate of incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

        If the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation's certificate of incorporation, these provisions shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

        E.    INCREASE OF NUMBER.    The number of directors may be increased by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at that meeting to hold office until the next annual election and until their successors are elected and qualify.

        F.    POWERS.    The board of directors shall exercise all of the powers of the corporation except such powers as are by law, or by the corporation's certificate of incorporation or by these bylaws, conferred upon or reserved to the stockholders.

        G.    COMMITTEES.    The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member or members.

        Any committee, to the extent provided in the resolution of the board of directors, or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, these bylaws or the corporation's certificate of incorporation expressly so provide, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

        H.    MEETINGS.    The directors elected upon any annual meeting of the stockholders may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be

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present, immediately after the annual meeting of the stockholders; or the time and place of that meeting may be fixed by consent in writing of all the directors.

        Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

        Special meetings of the board may be called by the chairman, vice chairman, chief executive officer or the president on the written request of majority of the directors on at least two days notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

        Unless otherwise restricted by the corporation's certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and that participation in a meeting shall constitute presence in person at the meeting.

        I.    QUORUM.    A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting that is so adjourned.

        J.    COMPENSATION.    Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing in these bylaws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

        K.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and that written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV
OFFICERS

        A.    OFFICERS.    The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the board of directors and who shall hold office until their successors are elected and qualified. In addition, the board of directors may elect a chairman, a vice-chairman, a chief executive officer, a chief operating officer, one or more vice-presidents and such assistant secretaries and assistant treasurers as they may deem proper. None of the officers of the corporation need be directors.

        Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause by the board of directors. Any vacancy may be filled by the board of directors.

        B.    OTHER OFFICERS AND AGENTS.    The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

        C.    CHAIRMAN.    The chairman, if one be elected, shall preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and

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authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        D.    VICE-CHAIRMAN.    The vice-chairman, if one be elected, shall, in the absence or disability of the chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chairman.

        E.    CHIEF EXECUTIVE OFFICER.    The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        F.    PRESIDENT.    The president shall, in the absence or disability of the chairman, vice-chairman and chief executive officer, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        In the absence or disability of the chief executive officer, the president, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        G.    CHIEF OPERATING OFFICER.    The chief operating officer, if one be elected, shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the president, the chief operating officer, if available, shall waive the authority, and shall perform the duties, of the president. In addition, in the absence or disability of the chief executive officer and the president, the chief operating officer, if available, shall have the authority and perform the duties of the chief executive officer.

        H.    VICE-PRESIDENT.    Each vice-president shall have such power and authority and perform such duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        The board of directors may designate one or more vice-presidents, in such order of priority as shall be specified by the board of directors, to have the authority, and to perform the duties, of the chief executive officer in the absence or disability of the chief executive officer, the president and the chief operating officer; provided, however, that no vice- president shall have such authority or perform such duties unless specifically designated for that purpose by the board of directors.

        I.    TREASURER.    The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors.

        The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, or the chief executive officer, taking proper vouchers for such disbursements. He shall render to the chief executive officer and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial

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condition of the corporation. If required by the board of directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

        J.    SECRETARY.    The secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, the president, the chairman, the vice-chairman or by the board of directors or stockholders, upon whose requisition the meeting is called as provided in these bylaws.

        The secretary shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the chief executive officer or the board of directors. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the chief executive officer or the board of directors, and attest the same.

        K.    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.    Assistant treasurers, if any, shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the treasurer, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

        Assistant secretaries, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the secretary, and shall have such other power and authority and perform such other duties as may be prescribed by these bylaws or as may be assigned from time to time by the board of directors or the chief executive officer.

ARTICLE V
MISCELLANEOUS

        A.    CERTIFICATES OF STOCK.    Certificates of stock, signed by the chairman or vice chairman of the board of directors, if they be elected, president or vice-president, and the treasurer or an assistant treasurer, or secretary or an assistant secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

        B.    LOST CERTIFICATES.    A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of the certificate, or the issuance of the new certificate.

        C.    TRANSFER OF SHARES.    The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

        D.    STOCKHOLDERS RECORD DATE.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action,

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the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of the meeting, nor more than 60 days before any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

        E.    DIVIDENDS.    Subject to the provisions of the corporation's certificate of incorporation, the board of directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

        F.    SEAL.    The corporation shall not have a seal.

        G.    FISCAL YEAR.    The fiscal year of the corporation shall be determined by resolution of the board of directors.

        H.    CHECKS.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined from time to time by resolution of the board of directors.

        I.    NOTICE AND WAIVER OF NOTICE.    Whenever any notice is required by these bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and that notice shall be deemed to have been given on the day of the mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

        J.    VOTING UPON STOCKS.    Unless otherwise ordered by the board of directors, any officer of the corporation shall have full power and authority on behalf of the corporation to attend and to act and to vote in person or by proxy at any meeting of the holders of securities of any corporation in which the corporation may own or hold stock or other securities, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock or other securities that the corporation, as the owner or holder thereof, might have possessed and exercised if present. Unless otherwise ordered by the board of directors, any officer of the corporation may also execute and deliver on behalf of the corporation powers of attorney, proxies, waivers of notice and other instruments relating to the stocks or securities owned or held by tile corporation.

        Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the corporation's certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent to that notice.

ARTICLE VI
AMENDMENTS

        These bylaws may be altered or repealed and bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of the bylaw or bylaws to be made be contained in the notice of that special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote

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of a majority of the board of directors, at any regular meeting of the board of directors, or at any special meeting of the board of directors, if notice of the proposed alteration or repeal, or of the bylaw or bylaws to be made, be contained in the notice of that special meeting.

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BYLAWS OF MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.

EX-3.41

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Exhibit 3.41

CERTIFICATE OF INCORPORATION

OF

MEDSOURCE TRENTON, INC.

        The undersigned, a natural person, for the purposes of organizing a corporation under the provisions of the General Corporation Law of the state of Delaware, hereby certifies that:

ARTICLE I.

        The name of the corporation (hereinafter called the "Corporation") is MedSource Trenton, Inc.

ARTICLE II.

        1.     The address, including street, number, city, and county, of the registered office of the Corporation in the state of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808; and the name of the registered agent of the Corporation in the state of Delaware at such address is Corporation Service Company.

        2.     The name and mailing address of the incorporator are:

Michael J. Rimon
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174

ARTICLE III.

        The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the state of Delaware.

ARTICLE IV.

        The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares, designated as common stock, the par value of each of which shall be $.01.

ARTICLE V.

        The Corporation shall have perpetual existence.

ARTICLE VI.

        The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the state of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under that section 145 from and against any and all of the expenses, liabilities or other matters referred to in or covered by that section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII.

        From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this article VII.

Dated: December 7, 2001

/s/  MICHAEL J. RIMON Michael J. Rimon
Sole Incorporator

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Exhibit 3.41

EX-3.42

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Exhibit 3.42

BY-LAWS

OF

MEDSOURCE TRENTON, INC.

ARTICLE I

OFFICES

        SECTION 1.    REGISTERED OFFICE.    The corporation's registered office in the state of Delaware shall be established and maintained at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and the office of Corporation Service Company shall be the registered agent of this corporation in charge of the corporation's registered office in the state of Delaware.

        SECTION 2.    OTHER OFFICES.    The corporation may have other offices, either within or without the state of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        SECTION 1.    ANNUAL MEETINGS.    Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting.

        If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

        SECTION 2.    OTHER MEETINGS.    Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the state of Delaware, as shall be stated in the notice of the meeting.

        SECTION 3.    VOTING.    Each stockholder entitled to vote in accordance with the terms of the corporation's certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by that stockholder, but no proxy shall be voted after three years from its date unless that proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the corporation's certificate of incorporation or the laws of the state of Delaware.

        A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

        SECTION 4.    QUORUM.    Except as otherwise required by law, by the corporation's certificate of incorporation or by these by-laws, the presence, in person or proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

        SECTION 5.    SPECIAL MEETINGS.    Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, Vice-Chairman, Chief Executive Officer, President or secretary, or by resolution of the majority of the board of directors or by vote or written request of the stockholders holding 25% or more of the outstanding stock of the corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at a special meeting.

        SECTION 6.    NOTICE OF MEETINGS.    Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than 60 days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

        SECTION 7.    ACTION WITHOUT MEETING.    Unless otherwise provided by the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

        SECTION 1.    NUMBER AND TERM.    The number of directors constituting the board of directors shall be not more than fifteen nor less than one, as fixed from time to time in these by-laws or by action of the board of directors. The initial number of directors shall be one. Except as otherwise permitted in these by-laws (including but not limited to section 3 of this article III) or as otherwise permitted under the applicable provisions of the Delaware General Corporate Law (including but not limited to section 223 thereof), the directors shall be elected at the annual meeting of the stockholders. Each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

        SECTION 2.    RESIGNATIONS.    Any director, member of a committee or other officer may resign at any time. That resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

        SECTION 3.    VACANCIES.    If the office of any director becomes vacant for whatever reason (including by reason of retirement, resignation, death or disability, or as a result of removal for or

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without cause or as a result of an increase in the number of directors), then such vacancy may be filled by a majority of the directors then in office, though less than a quorum, or such vacancy may be filled by the stockholders.

        SECTION 4.    REMOVAL.    Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and (without limiting the power of the directors then remaining in office to fill such vacancy pursuant to section 3 of this article III) the vacancies thus created may be filled, at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

        Unless the corporation's certificate of incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified board of directors only for cause. If the corporation's certificate of incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

        If the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation's certificate of incorporation, these provisions shall apply, with respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

        SECTION 5.    INCREASE OR DECREASE OF NUMBER.    The number of directors may be increased or decreased by the affirmative vote of a majority of the directors, though less than a quorum, or by the affirmative vote of a majority in interest of the stockholders. No decrease in the number of directors shall reduce the term of any person then serving as a director.

        SECTION 6.    POWERS.    The board of directors shall exercise all of the powers of the corporation except such powers as are by law, or by the corporation's certificate of incorporation or by these by-laws, conferred upon or reserved to the stockholders.

        SECTION 7.    COMMITTEES.    The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member or members.

        Any committee, to the extent provided in the resolution of the board of directors, or in these by-laws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution, these by-laws or the corporation's certificate of incorporation expressly so provide, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

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        SECTION 8.    MEETINGS.    The directors elected upon any annual meeting of the stockholders may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of that meeting may be fixed by consent in writing of all the directors.

        Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

        Special meetings of the board may be called by the chairman or by the vice chairman in their sole discretion, or by the chief executive officer or the president on the written request of majority of the directors, in any case on at least two days notice to each director, and shall be held at such place or places as may be determined by the directors or as shall be stated in the call of the meeting.

        Unless otherwise restricted by the corporation's certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and that participation in a meeting shall constitute presence in person at the meeting.

        SECTION 9.    QUORUM.    A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting that is so adjourned.

        SECTION 10.    COMPENSATION.    Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing in these by-laws shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

        SECTION 11.    ACTION WITHOUT MEETING.    Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and that written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

        SECTION 1.    OFFICERS.    The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the board of directors and who shall hold office until their successors are elected and qualified. In addition, the board of directors may elect a chairman, a vice-chairman, a chief executive officer, a chief operating officer, one or more vice-presidents and such assistant secretaries and assistant treasurers as they may deem proper. None of the officers of the corporation need be directors.

        Each of the foregoing officers shall have the power and authority to sign instruments and stock certificates in accordance with section 103(a)(2) of the Delaware General Corporation Law and to sign agreements on behalf of the corporation. The officers shall be elected at the first meeting of the board of directors after each annual meeting of the stockholders. Any two or more offices may be held at the same time by the same person. Any officer may be removed, with or without cause, by the board of directors. Any vacancy may be filled by the board of directors.

        SECTION 2.    OTHER OFFICERS AND AGENTS.    The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall

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exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

        SECTION 3.    CHAIRMAN.    The chairman, if one be elected, shall preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        SECTION 4.    VICE-CHAIRMAN.    The vice-chairman, if one be elected, shall, in the absence or disability of the chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chairman.

        SECTION 5.    CHIEF EXECUTIVE OFFICER.    The chief executive officer, if one be elected, shall, in the absence or disability of the chairman and vice-chairman, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have general supervision, direction and control of the business and affairs of the corporation subject to the authorization and control of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the chief executive officer, the president, if available, and if the president is not available the chief operating officer, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        SECTION 6.    PRESIDENT.    The president shall, in the absence or disability of the chairman, vice-chairman and chief executive officer, preside at all meetings of the stockholders and at all meetings of the board of directors, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        In the absence or disability of the chief executive officer, the president, if available, shall have the authority, and shall perform the duties, of the chief executive officer.

        SECTION 7.    CHIEF OPERATING OFFICER.    The chief operating officer, if one be elected, shall have such power and authority and perform such duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors.

        In the absence or disability of the president, the chief operating officer, if available, shall have the authority, and shall perform the duties, of the president. In addition, in the absence or disability of the chief executive officer and the president, the chief operating officer, if available, shall have the authority and perform the duties of the chief executive officer.

        SECTION 8.    VICE-PRESIDENT.    Each vice-president shall have such power and authority and perform such duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        The board of directors may designate one or more vice- presidents, in such order of priority as shall be specified by the board of directors, to have the authority, and to perform the duties, of the chief executive officer in the absence or disability of the chief executive officer, the president and the chief operating officer; provided, however, that no vice-president shall have such authority or perform such duties unless specifically designated for that purpose by the board of directors.

        SECTION 9.    TREASURER.    The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate account of receipts and disbursements in books belonging to the

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corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors.

        The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, or the chief executive officer, taking proper vouchers for such disbursements. He shall render to the chief executive officer and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

        SECTION 10.    SECRETARY.    The secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these by- laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the chief executive officer, the president, the chairman, the vice-chairman or by the board of directors or stockholders, upon whose requisition the meeting is called as provided in these by- laws.

        The secretary shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the chief executive officer or the board of directors. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the chief executive officer or the board of directors, and attest the same.

        SECTION 11.    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.    Assistant treasurers, if any shall be elected, shall, in the absence of the treasurer, have the authority, and perform the duties, of the treasurer, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

        Assistant secretaries, if any shall be elected, shall, in the absence of the secretary, have the authority, and perform the duties, of the secretary, and shall have such other power and authority and perform such other duties as may be prescribed by these by-laws or as may be assigned from time to time by the board of directors or the chief executive officer.

ARTICLE V

INDEMNIFICATION

        SECTION 1.    RIGHT TO INDEMNIFICATION.    Any person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened, or completed civil, criminal, or administrative action, suit, or proceeding and any appeal therein and any inquiry or investigation in connection therewith or which could lead thereto (a "proceeding"), by reason of his or her being or having been a stockholder, director or officer of the Corporation or of any predecessor, including, without limitation, any predecessor absorbed by the Corporation in a consolidation or merger, or by reason of his or her being or having been a stockholder, member, director, officer, trustee, employee or agent of any other corporation (domestic or foreign) or of any foundation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the Corporation or of any such predecessor of the Corporation, or the legal representative of any such stockholder, director, or officer, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the state of Delaware, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Act permitted prior to such amendment), from and against any and all

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reasonable costs, disbursements and attorneys' fees incurred or suffered in connection with any such proceeding, and any and all amounts paid or to be paid in satisfaction of settlements, judgments, fines, excise taxes, and penalties (including those payable under the Employee Retirement Income Security Act of 1974, as amended), in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a stockholder, director, or officer and shall inure to the benefit of his or her heirs, executors, administrators, and assigns, provided however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such stockholder, director, or officer did not meet the applicable standards of conduct required under the laws of the state of Delaware to be so indemnified.

        SECTION 2.    DETERMINATION THAT INDEMNIFICATION IS PROPER.    Any indemnification of a stockholder, director or officer of the Corporation under this article (unless ordered by a court) shall be made by the Corporation unless a determination is made that indemnification of the stockholder, director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct or because indemnification would otherwise be prohibited under the laws of the state of Delaware. Any such determination shall be made (i) by the Board of Directors by majority vote of a quorum consisting of Disinterested Directors (hereinafter defined), or (ii) if a quorum of the Board of Directors is not obtainable, or even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (hereinafter defined), to be selected by the Board of Directors, in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee, or (iii) by the stockholders of the Corporation. If it is so determined that the indemnitee is entitled to indemnification, payment to the indemnitee shall be promptly made.

        For purposes of this section, "Disinterested Director" means a director of the Corporation who is not and was not a party to or otherwise interested in the matter in respect of which indemnification is sought by the indemnitee, and "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of law and neither presently is, nor in the past five years has been, retained to represent: (a) the Corporation or the indemnitee in any matter material to either such party, or (b) any other party to the matter giving rise to a claim for indemnification. Notwithstanding the foregoing, the term "Independent Counsel' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the indemnitee in an action to determine the indemnitee's rights under this section.

        SECTION 3.    ADVANCE PAYMENT OF EXPENSES.    The right to indemnification in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred by any stockholder, director or officer in connection with the proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors, provided however, that if the laws of the state of Delaware so require, the payment of expenses in advance shall be made only upon receipt by the Corporation of an undertaking, by or on behalf of such stockholder, director or officer, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section and the laws of the state of Delaware.

        SECTION 4.    PROCEDURE FOR INDEMNIFICATION.    Any indemnification of a stockholder, director or officer of the Corporation, or advance of costs, charges or expenses to a stockholder, director or officer under this section, shall be made promptly, and in any event within 60 days, upon the written request of the stockholder, director or officer. If a determination by the Corporation that the stockholder, director or officer is entitled to indemnification or advances pursuant to this section is

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required, and the Corporation fails to respond within 60 days to a written request therefor, the Corporation shall be deemed to have approved such request.

        SECTION 5.    SAVINGS CLAUSE.    If this article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each member, director or officer as to costs, charges, and expenses (including attorney's fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VI

MISCELLANEOUS

        SECTION 1.    CERTIFICATES OF STOCK.    Certificates of stock, signed by the chairman or vice chairman of the board of directors, if they be elected, president or vice-president, and the treasurer or an assistant treasurer, or secretary or an assistant secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

        SECTION 2.    LOST CERTIFICATES.    A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of the certificate, or the issuance of the new certificate.

        SECTION 3.    TRANSFER OF SHARES.    The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

        SECTION 4.    STOCKHOLDERS RECORD DATE.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of the meeting, nor more than 60 days before any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

        SECTION 5.    DIVIDENDS.    Subject to the provisions of the corporation's certificate of incorporation, the board of directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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        SECTION 6.    SEAL.    The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

        SECTION 7.    FISCAL YEAR.    The fiscal year of the corporation shall be determined by resolution of the board of directors.

        SECTION 8.    CHECKS.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined from time to time by resolution of the board of directors.

        SECTION 9.    NOTICE AND WAIVER OF NOTICE.    Whenever any notice is required by these by-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and that notice shall be deemed to have been given on the day of the mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

        Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the corporation's certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent to that notice.

ARTICLE VII

AMENDMENTS

        These by-laws may be altered or repealed and by-laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal of the by-law or by-laws to be made be contained in the notice of that special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the board of directors, at any regular meeting of the board of directors, or at any special meeting of the board of directors, if notice of the proposed alteration or repeal, or of the by-law or by-laws to be made, be contained in the notice of that special meeting.

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BY-LAWS OF MEDSOURCE TRENTON, INC.

EX-3.44

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Exhibit 3.44

BY-LAWS
OF
NATIONAL WIRE SPECIALTIES CORPORATION

ARTICLE I—OFFICES

        The principal office of the Corporation shall be kept and maintained at 845 South Jason Street, City and County of Denver, State of Colorado.

        The Corporation may also have offices at such other places as the Board of Directors may from time to time decide, or as the business of the Corporation may require.

ARTICLE II—SHAREHOLDERS' MEETINGS

        1.    Annual Meeting:    The annual meeting of the shareholders of the Corporation, for the election of directors to succeed those whose terms expire, and the transaction of such other business as may properly come before the meeting, shall be held at the offices of the corporation in Denver, Colorado, each year after the year of 1959 on the 3rd Wednesday, in the month of April at the hour of 10:00 A.M., and if a legal holiday, then on the day following.

        If the annual meeting of the shareholders be not held as herein prescribed, election of the directors may be held at any meeting thereafter, called pursuant to the by-laws.

        2.    Special Meeting;    Special meetings of the shareholders of the Corporation may be called at any time by resolution of the directors, or by the holders of not less than twenty per cent of the shares entitled to vote at such meeting, in accordance with the statutes of the State of Colorado.

        3.    Quorum:    A quorum £or any meeting shall be a majority of the issued and outstanding stock exclusive of treasury shares, except where a statute provides for a higher percentage, and in such event, the quorum shall be at least the percentage of outstanding shares provided by said statute.

        4.    Proxies:    Any shareholder may appear and vote at shareholders' meetings in person or by proxy, duly appointed in writing, and when appearing by proxy, the proxy shall be exhibited to, and surrendered to, the Secretary, three days prior to any meeting before any such proxy may be entitled to vote. In the case of continuing proxies, the proxy shall be returned to the proxy holder and in the event two proxies for the same share shall appear, the last proxy in point of date shall control, except in the event that the earlier proxy shall submit evidence to Secretary which shall satisfy the said Secretary that the earlier proxy is coupled with an interest in the share, i.e., that the said share is held in pledge, accompanied by a proxy, or that said share has been sold subsequent to the closing of the transfer books, and proxy issued pursuant to sale.

        5.    Votes:    Each shareholder shall be entitled to vote for each share of stock held by him or standing in his name, upon the stock books of the corporation, provided, however, that the secretary may, by unanimous voice vote, be instructed to cast a unanimous vote on any question. It is expressly understood that failure to vote negatively shall be construed to be casting of a unanimous affirmative vote.

        6.    Adjournment:    If a majority of the shares issued shall not be present in person or by proxy at any meeting, or a majority of the quorum present votes in favor thereof, any meeting may be adjourned for a period of not to exceed 60 days at any one adjournment.

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        7.    Action By Written Consent Without a Meeting:    Any action required by law to be taken at a meeting of the shareholders or any other action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote, with respect to the subject matter thereof.

ARTICLE III—DIRECTORS

        1.    Number and Term of Office:    The management of all affairs, property and business of the corporation, shall be vested in a Board of Directors, consisting of a minimum of three persons who shall be elected at the annual meeting of the shareholders by a plurality vote for a term of one year, and shall hold office until their successors are elected and qualified. Directors need not be shareholders. In addition to the powers and authorities by these By-Laws, and the Articles of Incorporation, expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation, do all such lawful acts and things as are not by statute or by the Articles of Incorporation, or by these By-Laws, directed or required to be exercised or done by the shareholders.

        2.    Change in Number of Directors:    The number of Directors may be increased or decreased by an amendment to these By-laws, but no decrease shall have the effect of shortening the term of any incumbent Director, or reduce the number of Directors to less than three.

        3.    Vacancies:    All vacancies in the Board of Directors that are caused by resignation, death or otherwise, may be filled by the remaining directors or a majority of the remaining directors attending an annual meeting or a special meeting called for that purpose, even though less than a quorum be present. A director thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor until his successor is elected and qualifies. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

        4.    Annual Meeting:    The first meeting of such newly elected Board shall be held at the principal office of the Corporation following the annual meeting of the shareholders or at such time and place, either within or without, the State of Colorado, as shall be fixed by vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the whole Board shall be present, or they may meet at such place and time as shall be fixed by the consent in writing of all of the directors.

        5.    Regular Meetings:    Regular meetings of the Board of Directors shall be held without notice at the principal office of the corporation immediately following the annual meeting of the shareholders.

        6.    Special Meetings:    Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by the President, or in their absence, by any Vice President or by any two directors to be held at the principal office of the Corporation, or at such other place or places within or without the State of Colorado as the directors may from time to time designate.

        7.    Notice:    Notice of all special meetings of the Board of Directors shall be given to each director by three-days' service of the same by telegram, by letter or personally, but attendance of a director at a meeting shall constitute waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

        8.    Quorum:    A quorum at all meetings of the Board of Directors shall consist of a majority of the whole Board, but less than a quorum may adjourn any meeting which may be held on a subsequent date without further notice, provided a quorum be present at such deferred meeting.

        9.    Action by Written Consent Without a Meeting:    Any action required by law to be taken at a meeting of the directors of this corporation, or any action which may be taken at a meeting of the

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directors may be taken without a meeting if the consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as the unanimous vote of the directors.

        10.    Salary:    No stated salary shall be paid directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV—OFFICERS

        1.    Officers:    Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time shall deem necessary. They shall be elected at the first meeting of the Board of Directors after the annual meeting of the shareholders, or such of them as are not then chosen at any subsequent meeting or meetings.

        2.    Offices:    The duties of any two officers, except that of President and Secretary, may be performed and said offices may be held by the same person.

        3.    Term of Office:    The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board with or without cause, whenever in its judgment the best interest of the corporation will be served thereby. Any vacancy in the offices of the corporation, however, occurring, may be filled by the Board.

        4.    Salaries:    Directors, Officers and employees of the corporation shall receive such compensation for their services as the Board of Directors may determine.

        5.    Duties:    The duties and powers of officers and employees shall be defined by resolution of the Board of Directors and may be changed from time to time by further resolutions.

ARTICLE V—STOCK

        1.    Certificates:    The shareholders of the company shall be entitled to certificates of fully paid and non-assessable stock signed by the President or Vice President, countersigned by the Secretary, and sealed with the seal of the corporation, certifying the number of shares of stock held by such shareholder. Such certificate shall be issued in consecutive order from stock certificate books, and a record of each certificate issued shall be kept on the stub thereof and also in the stock ledger of the company.

        2.    Transfers and Transfer Books:    Transfers of stock shall be made only upon the books of the corporation by the person named in the certificate, or by the attorney lawfully constituted in writing, or by duly appointed and authorized fiduciary, and upon surrender of the certificate. The Board of Directors in their discretion may close the transfer books of the company for a period not exceeding 50 days preceding any meeting of the stockholders or the day appointed for the payment of a dividend.

        3.    Lost Certificates:    Any person claiming that a certificate of stock has been lost or destroyed shall make an Affidavit of Lost Certificate, or affirmation of the fact, and produce such evidence of loss or destruction as the Board shall require; shall give the corporation a bond of indemnity in such form, of such surety or sureties, which shall be satisfactory to the Board of Directors, whereupon new certificate shall be issued by the corporation for the same number of shares as the one alleged to be lost or destroyed.

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ARTICLE VI—DIVIDENDS—FINANCE

        1.    Dividends:    Dividends shall be declared at any annual or special meeting of the directors in accordance with the statutes of the State of Colorado, except that the directors may establish any reserve or contingency fund which will be in accordance with an acceptable bookkeeping or accounting system.

        2.     The fiscal year of the corporation shall begin on the first day of January in each calendar year, and shall continue on such month and day unless otherwise provided by the Board of Directors.

ARTICLE VII—BOOKS AND RECORDS

        Books and records of the corporation except as may be otherwise required by the laws of the State of Colorado, may be kept outside the State of Colorado, at such place or places as the Board of Directors may from time to time appoint. The Board of Directors shall determine whether and to what extent accounts and books of the corporation, or any of them, other than the stock ledger, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the corporation except as conferred by law, or by a resolution of the shareholders or the directors.

ARTICLE VIII—NOTICES

        Whenever any notice is required to be given to Directors, Officers or shareholders of this corporation under the provisions of law or under the provisions of the Articles of Incorporation or these By-Laws, they shall not be construed to mean personal notice. Such notice, unless otherwise provided for in these By-Laws, shall be in writing, delivered either personally or by depositing same in a Post Office or letter box in a postpaid sealed wrapper, addressed to such director or officer or shareholder at his or her address as the same appears in the books of the corporation, and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice. A waiver of any notice in writing signed by the person or persons entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE IX—CORPORATE SEAL

        The corporate seal of the corporation shall consist of two concentric circles between which shall be the name of the corporation and the word "Colorado", and in the center shall appear the word "Seal".

ARTICLE X—AMENDMENT OF BY-LAWS

        The Board of Directors may adopt, make, alter, amend or repeal the By-Laws of the corporation at any regular or special meeting, but any By-Law so adopted, made, altered, amended or repealed by the Board of Directors may be repealed, altered, amended or reinstated by the shareholders at any meeting of the shareholders, provided the notice of such meeting contains a statement of the proposed repeal, alteration, amendment or reinstatement.

AMENDMENT OF ARTICLE

        Article III, Paragraph 1, of the By-Laws of the Corporation is amended by adding the following provision:

"The Board of Directors shall consist of a minimum of four persons."

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RECORD OF PROCEEDINGS 100 LEAVES

AMENDMENT TO BY-LAWS

        The last sentence of Article III, Paragraph 3, of the By-Laws of the Corporation, is amended to read as follows:

"Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting or a special meeting of the shareholders called for the purpose."

Dated June 1, 1961.

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BY-LAWS OF NATIONAL WIRE SPECIALTIES CORPORATION

EX-3.45

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Exhibit 3.45

THE COMMONWEALTH OF MASSACHUSETTS

RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)

I hereby approve the within Restated Articles of Organization and, the filing fee in the amount of $700.00 having been paid, said articles are deemed to have been filed with me this 7^th day of January, 1998.

Effective Date:

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:

Steven J. Schwartz, Esquire
Shatz, Schwartz and Fentin, P.C.

1441 Main Street, Suite 1100

Springfield, MA 01103

Telephone: (413) 737-1131

FEDERAL IDENTIFICATION
NO. 04-2973748

The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)

I, Laurence S. Derose, *President XXXXXXX and                                        Clerk, of Texcel, Inc.
(Exact name of corporation)

located at 55 Deer Park Road, P.O. Box 425, East Longmeadow, MA 01028,
(Street address of corporation Massachusetts)

do hereby certify that the following Restatement of the Articles of Organization was duly adopted at a meeting held on December 18^th, 1997 by a vote of the directors/or:

1,000 shares of common stock of 1,000 shares outstanding.
(type, class & series, if any)

        shares of of shares outstanding, and
(type, class & series, if any)

        shares of of shares outstanding.
(type, class & series, if any)

**being at least a majority of each type, class or series outstanding and entitled to vote thereon: /
**being at least two-thirds of each type, class or series outstanding and entitled to vote thereon and of each type, class or series of stock whose rights are adversely affected thereby:

ARTICLE I

The name of the corporation is:
Texcel, Inc.

ARTICLE II

The purpose of the corporation is to engage in the following business activities:
SEE CONTINUATION SHEET II ATTACHED HERETO.

*  Delete the inapplicable words.                                        **   Delete the inapplicable clause.

Note:    If the space provided under any article or item on this form is insufficient, additional shall be set forth on separate 8¹/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated.

ARTICLE III

        State the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue:

WITHOUT PAR VALUE			WITH PAR VALUE
TYPE	NUMBER OF SHARES		TYPE	NUMBER OF SHARES	PAR VALUE
Common:	Class A	1,500	Common:
	Class B	15,000
Preferred:			Preferred:

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class.

        SEE CONTINUATION SHEET IV.

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are:

        SEE CONTINUATION SHEET V

ARTICLE VI

** Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

        SEE CONTINUATION SHEET VI

** If there are no provisions state "None".

Note:  The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of Amendment.

ARTICLE VII

The effective date of the restated Articles of Organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

ARTICLE VIII

The information contained in Article VIII is not a permanent part of the Articles of Organization.

a.

The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is:55 Deer Park Road, P.O. Box 426, East Longmeadow, MA 01028

b.

The name, residential address and post office address of each director and officer of the corporation is as follows:

	NAME	RESIDENTIAL ADDRESS	POST OFFICE ADDRESS
President:	Laurence S. Derose	2099 Allen Street Springfield, MA 01128	2099 Allen Street Springfield, MA 01128
Treasurer:	Laurence S. Derose	same as above	same as above
Clerk:	Laurence S. Derose	Same as above	Same as above
Asst. Clerk:	Steven J. Schwartz	134 Crescent Road Longmeadow, MA 01106	134 Crescent Road Longmeadow, MA 01106
Directors:	Laurence S. Derose Barbara M. Derose	same as above 2099 Allen Street Springfield, MA 01128	same as above 2099 Allen Street Springfield, MA 01128
	Jeffrey L. Derose	18 Summit Avenue Hatfield, MA 01038	18 Summit Avenue Hatfield, MA 01038
	Kevin L. Derose	1 Springfield Street Apt. 410 Chicopee, MA 01013	1 Springfield Street Apt. 410 Chicopee, MA 01013

c.

The fiscal year (i.e., tax year) of the corporation shall end on the last day of the month of: December 31

d.

The name and business address of the resident agent, if any, of the corporation is:

** We further certify that the foregoing Restated Articles of Organization affect no amendments to the Articles of Organization of the corporation as heretofore amended, except amendments to the following articles. Briefly describe amendments below:

Article II:	The purposes have been amended.
Article III:	The common stock has been amended.
Article IV:	The stock has been designated in two classes (Class A and Class B)
Article VI:	The provisions have been amended.
Article V:	The restrictions have been amended.

SIGNED UNDER THE PENALTIES OF PERJURY, this 19^th day of December, 1997

/s/ Laurence S. Derose, *President XXXXX
Laurence S. Derose                President and Clerk

            , * XXXXXXXXXX

CONTINUATION SHEET II

        To engage in the business of manufacturing and developing techniques for the use of lasers, computers, robotics, and fiber optics for any purposes, and to design and build laser work stations and advanced manufacturing techniques and to create, design, manufacture and service equipment using lasers, computers, robotics, and fiber optics; to perform consultations and feasibility studies, research and development and all other activities incidental to or in connection with lasers, computers, robotics and fiber optics.

        To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or encumber real estate or other property, personal or mixed.

        To carry on any business permitted by the laws of the Commonwealth of Massachusetts to a corporation organized under Chapter 156B.

        The Corporation shall have the power to guarantee the obligations of any other corporation or any other person or company in which this Corporation or any other person or company is interested, directly or indirectly, or with which this Corporation does business except, however, this corporation shall not carry on a banking business.

        In addition to the above powers, and in addition to all statutory powers granted to business corporations under General Laws, Chapter 156B, to carry on the business activities stated under the previous paragraphs as well as every kind of business or activity not prohibited by law to the same extent and with all rights, powers and privileges as natural persons might or could do, without exception, and to exercise all the powers conferred upon business corporations organized under the laws of the Commonwealth of Massachusetts.

        This Corporation may be a partner in any business enterprise which said Corporation would have power to conduct by itself.

CONTINUATION SHEET IV

STOCK TERMS

        The designations, voting power, preference and rights, limitations and restrictions granted and imposed upon the shares of each class are as follows:

        4.1CLASS A COMMON STOCK    

        4.1.1.    Dividend.    The holders of Class A Common stock shall be entitled to share equally, on a per share basis, with the holders of Class B Common stock in any dividends declared by the Board of Directors.

        4.1.2.    Liquidation.    In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, all assets and funds of the Corporation shall be divided and distributed among the holders of the Class A and Class B Common stock equally, according to their respective shares.

        4.1.3.    Voting Rights.    Each holder of the Class A Common stock shall have one vote in respect of each share in respect of each share of Class A Common stock held by such holder.

        4.2CLASS B COMMON STOCK    

        4.2.1.    Dividend.    The holders of Class B Common stock shall be entitled to the share equally, on a per share basis, with holders of Class A Common stock in any dividends declared by the Board of Directors.

        4.2.2.    Liquidation.    In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, all assets and funds of the Corporation shall be divided and distributed among the holders of the Class A Common and Class B Common stock equally, according to their respective shares.

        4.2.3.    Voting Rights.    The holders of Class B Common stock shall not be entitled to any voting rights by virtue of their ownership of said Class B stock.

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CONTINUATION SHEET V

        Any stockholder, including the heirs, assigns, executors or administrators of a deceased stockholder, desiring to sell or transfer such stock owned by him or them, shall first offer it to the Corporation and, in the event of a court ordered transfer of any stock of the Corporation, the transferee of said stock shall forthwith offer said stock to the Corporation. Said offer to the Corporation shall be conducted in the following manner:

        The offering stockholder shall notify the directors of his desire to sell or transfer by notice in writing, which notice shall contain the price at which he is willing to sell or transfer and the name of one arbitrator. The directors (elected by the stockholder other than the one desiring to sell) shall within thirty days thereafter accept the offer, or by notice to him in writing name a second arbitrator, and these two shall name a third. It shall then be the duty of the arbitrators to ascertain the value of the stock, and if any arbitrator shall neglect or refuse to appear at any meeting appointed by the arbitrators, a majority may act in the absence of such arbitrator.

        After the acceptance of the offer, or the report of the arbitrators as to the value of the stock, the said directors shall have thirty days within which to purchase the same at such valuation, but if at the expiration of thirty days, the Corporation shall not have exercised the right so to purchase, then the remaining shareholders (other than the offering shareholder) shall have an additional thirty days to purchase the offered shares at the price designated by the arbitrators. If the arbitrated price is not accepted by the directors or the remaining stockholders, then the owner of the stock shall be at liberty to dispose of the same in any manner he may see fit.

        No shares of stock shall be sold or transferred on the books of the Corporation until these provisions have been complied with, but the Board of Directors may in any particular instance waive the requirement.

CONTINUATION SHEET VI

        The Board of Directors of the Corporation may make, amend, or repeal the by-laws of the Corporation, in whole or in part, except with respect to any provision thereof which, by law, the Articles of Organization, or the By-Laws, require action exclusively by the stockholders entitled to vote thereon; but any by-law adopted by the Board of Directors may be amended or repealed by the stockholders.

        The corporation may by a meeting duly called for the purpose, by a vote of a majority of the shares of each class of stock outstanding and entitled to vote thereon, amend the bylaws of the corporation.

        The corporation may by a meeting duly called for the purpose, by a vote of a majority of the shares of each class of stock outstanding and entitled to vote thereon, sell, lease or exchange of all or substantially all of its property and assets, including its good will, upon such terms and conditions as it may deem expedient.

        The corporation may by a meeting duly called for the purpose, by a vote of a majority of the shares of each class of stock outstanding and entitled to vote thereon, dissolve the corporation.

        The corporation may by a meeting duly called for the corporation by a vote of a majority of the shares of each class of stock outstanding and entitled to vote thereon, the corporation may merge or consolidate with a domestic or foreign corporation.

        All meetings of stockholders of the Corporation may be held within the Commonwealth of Massachusetts or elsewhere within the United States. The place of such meetings shall be fixed in, or determined in the manner provided in, the by-laws.

        Each director or officer, present or former, of the Corporation or of any other corporation a majority of the stock of which is owned by the Corporation, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his being or having been such director or officer, such expenses to include the cost of reasonable settlements (other than amounts paid to the Corporation itself) made with a view to curtailing costs of litigation. The Corporation shall not, however, indemnify any such director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation, or in respect of any matter on which any settlement or compromise is effected if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any such director or officer may be entitled as a matter of law. In determining the reasonableness of any settlement, the judgment of the Board of Directors shall be final.

        No contract or other transaction between this Corporation and any other firm or corporation shall be affected or invalidated by reason of the fact that any one or more of the directors or officers of this Corporation is or are interested in, or is a member, stockholder, director, or officer, or are members, stockholders, directors, or officers of such other firm or corporation; and any director or officer or officers, individually or jointly, may be a party or parties to, or may be interested in, any contract or transaction of this Corporation or in which this Corporation is interested, and no contract, act or transaction of this Corporation with any person or persons, firm, association or corporation, shall be affected or invalidated by reason of the fact that any director or directors or officer or officers of this Corporation is a party or are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm association or corporation, and each and every person who may become a director or officer of this Corporation is hereby relieved from any liability that might otherwise exist from thus contracting with this Corporation for the benefit of himself or any firm, association or corporation which he may be anywise interested.

        Each share of the Corporation shall entitle the holder thereof to a preemptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of the same class of the Corporation or any equity and/or voting shares of any class of the Corporation with the corporation which the Corporation proposes to issue or any rights or options which the Corporation proposes to grant for the purchase of shares of the same class of the Corporation or of equity and/or voting shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into, or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of the same class of the Corporation or equity and/or voting shares of any class of the Corporation, whether now or hereafter authorized or created, whether having unissued or treasury status, and whether the proposed issue, reissue, transfer, or grant is for cash, property, or any other lawful consideration; and after the expiration of said thirty days, any and all of such shares, rights, options, bonds, securities or obligations of the Corporation may be issued, reissued, transferred, or granted by the Board of Directors, as the case may be, to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine. As used herein, the terms "equity shares" and "voting shares" shall mean, respectively, shares which confer unlimited dividend rights and shares which confer unlimited voting rights in the election of one or more directors.

        No current or former director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages or arising out of a breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of a current or former director (i) for a breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of Massachusetts General Laws Chapter 156B, or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which the foregoing provision became effective. To the extent permitted by law, no amendment or deletion of the foregoing provisions of this paragraph which restricts or limits the protections provided thereunder to current or former directors shall be effective with respect to actions and omissions of the directors occurring prior to the date said amendment or deletion became effective.

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Exhibit 3.45

ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIII
CONTINUATION SHEET II
CONTINUATION SHEET IV STOCK TERMS
CONTINUATION SHEET V
CONTINUATION SHEET VI

EX-3.46

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Exhibit 3.46

AMENDED AND RESTATED BYLAWS
of
TEXCEL, INC.

1.     NAME

        1.1   The Corporation will be known by the name of TEXCEL, INC.

        1.2   The seal of the Corporation shall, subject to alterations by the Directors, bear its name, the word "Massachusetts" and the year of incorporation.

2.     CALENDAR OR FISCAL YEAR

        The Corporation shall be on a fiscal year ending December 31.

3.     OFFICERS

        3.1   The Officers of the Corporation shall be a President, which shall be the Corporation's Chief Executive Officer, Treasurer, which shall be the Corporation's Chief Financial Officer, and Clerk, which shall be the Corporation's Secretary. The Stockholders may also from time to time elect one or more Vice Presidents and one or more Assistant Clerks, which shall be the Corporation's Assistant Secretaries, and an Assistant Treasurer. The powers and duties of such officers shall be determined in each case by the Board of Directors.

        3.2   It shall not be a necessary qualification that any Officer or Director of the Corporation shall be the owner of capital stock in the Corporation, and any person may hold two or more offices in the Corporation.

        3.3   All of the Officers and members of the Board of Directors shall be elected by the Stockholders at their annual meeting, and it shall require the vote of a majority of all the stock issued and outstanding and entitled to vote to elect each officer and director, and the officers and directors so elected shall hold office until the next annual meeting of the Stockholders and until their successors are duly elected and qualified.

        3.4   (a) So far as permitted by law, the Stockholders entitled to vote may, at any special meeting duly called for that purpose, by vote of a majority of all stock issued, outstanding and entitled to vote, remove from office any officer or director originally elected by them, with or without cause. Such vacancy shall be filled by vote taken at a special meeting of the Stockholders duly called for that purpose.

        (b)   Upon the death or resignation of any Officer or Director originally elected by the Stockholders, a successor shall be chosen by vote of a majority of all stock issued, outstanding and entitled to vote at a special meeting of the Stockholders duly called for that purpose.

4.     MEETING OF STOCKHOLDERS

        4.1   The Annual Meeting of the Stockholders of the Corporation shall be held on the Second Monday in September each year or as soon thereafter as practicable, at a place and time determined by the President of the Corporation. If no annual meeting is held as set forth above, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.

        4.2   If the Corporation for any reason fails to elect the Officers of the Corporation required by these Bylaws to be elected at the Annual Meeting, or to transact any other business which should be done at the Annual Meeting of the Corporation, then such officers may be elected and such business transacted at a special meeting of the Stockholders called for that purpose by order of the President or

by order of one or more of the holders of ten percent (10%) of the stock of the Corporation, and the same notice therefor being first given as it prescribed by the Bylaws for calling special meetings of the Stockholders.

        4.3   Special meetings of the Stockholders shall be called by the Clerk whenever directed by the President, Treasurer, resolution of a majority of the Board of Directors, or upon the request in writing by one or more of the holders of at least one tenth (1/10th) of the stock issued and entitled to vote. In case of the death, absence, incapacity or refusal of the Clerk to give such notice, then such meetings may be called by any other officer upon such request.

        4.4   (a) Notices of annual meetings of the Corporation, and notices of special meetings shall be given to each Stockholder appearing as such upon the books of the Corporation by duly mailing (postage prepaid) a notice thereof to the address of each Stockholder appearing upon the books of the Corporation or by delivering it to him at his residence or usual place of business, at least three (3) days prior to the date of said meeting or meetings.

        (b)   In the event the Clerk shall be unable or shall refuse to give such notice, notice may be given by the President of the Corporation.

        4.5   Notice of the annual meeting and of all special meetings of the Stockholders shall contain a brief statement of the business to be transacted at the meetings for which notices are given.

        4.6   No notice of the time, place or purpose of any regular or special meeting of the Stockholders shall be required to be given to any Stockholder who waives such notice in writing.

        4.7   Meetings of the Stockholders may be held within or outside the Commonwealth of Massachusetts at a place fixed by the Board of Directors and stated in the notice of meeting.

        4.8   (a) The presence in person or by proxy of the holders of a majority of all the shares of stock issued, outstanding and entitled to vote shall constitute a quorum for the transaction of any business, except as otherwise provided by law, these Bylaws or Stockholders' Agreements between the Corporation and the Stockholders in effect, from time to time ("Stockholders' Agreements"). In the absence of a quorum, any officer entitled to preside at or act as Clerk of such meeting, shall have the power to adjourn the meeting from time to time until a quorum is present, without further notice other than announcement at the meeting of the adjourned time and place, except as otherwise provided by law. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called.

        (b)   Stockholders may attend meetings and vote either in person or by written proxy dated not more than six (6) months before the meeting named therein. Proxies given by a Shareholder shall in all respects comply with the provisions of Massachusetts General Laws Chapter 156B, §41. Proxies shall be filed with the Clerk before being voted at any meeting or adjournment thereof. A proxy with respect to stock held in the name of two or more persons shall be valid if signed by one of them unless, at or prior to exercise of the proxy, the Corporation receives a specific written notice to the contrary from any one of them. Every proxy must be signed by the Stockholder or his attorney-in-fact. Corporation action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of Stockholders at which a quorum is present, except as otherwise provided by law, the Articles of Organization, these Bylaws or Stockholders' Agreement. Directors shall be elected in the manner provided in Section 5 of these Bylaws. Voting need not be done by ballot unless requested by a Stockholder at a meeting or ordered by the chairman of the meeting.

        4.9   (a) The assent in writing of a Stockholder to any vote or action taken at any meeting of the Stockholders, whether or not a quorum was present, shall have the same effect as if the Stockholders so assenting were present at such meeting and voted in favor of such vote or election.

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        (b)   Any action which may be authorized or taken at a meeting of the Stockholders may be authorized or taken without a meeting if a consent or approval in writing is signed by all the Stockholders who would be entitled to notice of meeting of the Stockholders held for such purpose, which writing shall be filed with or entered upon the records of the Corporation.

5.     BOARD OF DIRECTORS

        5.1   The Board of Directors shall consist of no less than three (3) Directors except that if there shall be less than three (3) Stockholders, then the number of Directors may be equal to the number of Stockholders. However, the Stockholders in any given year may elect an additional number of Directors as they shall determine.

        5.2   The annual meeting of the Board shall be held either (a) without notice immediately after the annual meeting of Stockholders and at the same place, or (b) as soon as practicable after the annual meeting of Stockholders at a place determined by the Board and on notice as provided in these Bylaws.

        5.3   Notice of the time and place of each special meeting of the Board of Directors and of each annual meeting not held immediately after the annual meeting of Stockholders shall be called by the Clerk, upon the direction of the President or Treasurer, or upon the order direction in writing of a majority of the Directors, and thereupon the Clerk shall notify the Directors by written notice duly mailed to the address of each member of the Board of Directors forty-eight (48) hours at least before the date of meeting, or by delivering such notice in hand to each director twenty-four (24) hours before the time fixed for the meeting. In case of the death, absence, incapacity or refusal of the Clerk to give such notice, then such meetings may be called by any other officer upon such request. Such notice, however, may be waived in writing, or by actual attendance at the meeting without protesting lack of notice to him.

        5.4   Action by the Directors may be taken without a meeting if a written consent to the action is signed by all the Directors then in office and filed in the Corporation's minute book.

        5.5   Meetings of the Board of Directors may be held within or outside of the Commonwealth of Massachusetts as set forth in the notice. Members of the Board of Directors, or of any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communication device by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

        5.6   A majority of the Directors in office shall constitute a quorum and a like number shall be required to approve any action of the Board, except as provided otherwise in these Bylaws or by Stockholders' Agreement.

        5.7   The Board of Directors shall have the following authority:

        (a)   Subject to the vote of the Stockholders, direct the Officers in the management of the affairs of the Corporation.

        (b)   Appoint and, at its discretion, remove or suspend any employee or agent of the Corporation, and from time to time determine and fix their duties and responsibilities.

        (c)   So far as permitted by law, delegate any of its powers to any committee, officer or agent.

        (d)   Determine the amounts to be distributed as dividends.

        (e)   To issue the whole or any part of the unissued balance of the authorized capital stock, subject to the provisions of Section 6.

        (f)    Such other powers as are vested in them by operation of law.

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        5.8   (a) The assent in writing of a Director to any vote or action of the Board of Directors taken at any meeting, whether or not a quorum was present, shall have the same effect as if the Director so assenting was present at such meeting and voted in favor of such vote or action.

        (b)   Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting if a consent or approval in writing is signed by all the Directors who would be entitled to a notice of the meeting of the Directors held for such purpose, which writing shall be filed with or entered upon the records of the Corporation.

6.     DUTIES OF THE PRESIDENT AND VICE PRESIDENT

        6.1   The President shall be the Chief Executive Officer of the Corporation with power and authority to manage all of its affairs; subject, however, to the direction and control of the Board of Directors.

        6.2   It shall be the duty of the President to preside at all meetings of the Board of Directors and Stockholders.

        6.3   The Vice President shall have such authority as shall be delegated to him from time to time by vote of the Directors.

        6.4   In the absence of the President, the Vice President shall preside at meetings of the Stockholders and meetings of the Board of Directors.

7.     DUTIES OF THE CLERK

        7.1   It shall be the duty of the Clerk of the Corporation to keep an accurate and faithful record of all the votes, acts, doings and proceedings of all meetings of the Stockholders, the meetings of the Board of Directors and all other proceedings of the Corporation, and to perform such other duties as the Directors shall from time to time prescribe.

        7.2   The Clerk shall give all notices required by law, or required by these Bylaws, or required by the acts and doings of the Stockholders or the Board of Directors.

        7.3   In case of death, resignation, removal or disability of the Clerk of the Corporation, the Treasurer shall thereupon become acting Clerk of the Corporation and, as such, he shall have all the rights, and perform all the duties incident to the Clerk's office, until a successor is duly elected and qualified.

        7.4   The Clerk shall do all other acts and things properly pertaining to the office and, upon demand in writing, he shall deliver to his successor in office or to the President of the Corporation, all records, books, vouchers and papers whatsoever in his possession belonging to the Corporation or pertaining to its affairs.

8.     DUTIES OF THE TREASURER

        8.1   The Treasurer shall receive and safely keep all monies, notes, checks, negotiable papers, and chooses in action of, and belonging to the Corporation in such manner and upon such terms and conditions as the Directors of the Corporation shall, from time to time, direct.

        8.2   The Treasurer shall issue and attest all certificates of stock, and he shall keep in proper books a full and complete record of all stock issued or transferred to any person, which record shall show the name, residence, and post office address of, and number of shares of stock held by each Stockholder.

        8.3   The Treasurer of the Corporation shall make all payments and disbursements for the Corporation in the name of the Corporation, and he shall take a receipt or voucher for each payment made, which receipts and vouchers shall be properly filed and carefully preserved.

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        8.4   The Treasurer shall keep or cause to be kept full and accurate books of account which shall, at all times, show the condition of the finances of the Corporation and all its business doings and transactions, which books shall, at all times, be open for the inspection and examination of any of the Directors or any of the Stockholders.

        8.5   The Treasurer shall prepare and present at the annual meeting a statement of the receipts and disbursements for the preceding year, which statement shall set forth with reasonable detail all assets and liabilities of the Corporation, and shall show with reasonable accuracy its financial condition.

        8.6   The Treasurer, if required by the Board of Directors, shall give a bond for the faithful performance of his duties, in such sum and with such sureties as the Board of Directors shall require.

        8.7   In case of the death, resignation, disability, removal or refusal to act of the Treasurer, a successor may be elected by the Stockholders at a special meeting duly called for that purpose.

        8.8   The Treasurer shall deposit all funds of the Corporation to its credit in its corporate name with such banking corporations as the Directors shall approve, to be drawn on only by checks signed on behalf of the Corporation by any officer, officers, agent or employee duly authorized thereto by the Board of Directors.

        8.9   The Treasurer shall execute and deliver in behalf of the Corporation all such instruments under its corporate seal as may be ordered by the Stockholders and Directors and shall affix the corporate seal to all certificates of stock issued by the Corporation and shall perform such other duties as the Directors may, from time to time, require.

        8.10 The Treasurer of the Corporation shall do all other acts and things properly pertaining to the office and, upon termination of his office, he shall forthwith deliver all monies, papers, instruments, choses in action and property of the Corporation in his possession to his successor in office or the President of the Corporation.

9.     RESIGNATIONS

        Any Officer and any Director may resign at any time by delivering his resignation to the President, Treasurer or Clerk of the Corporation. Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or if no such time or condition shall be specified, upon its receipt.

10.   CLASSES OF STOCK

        10.1 The Corporation shall issue one class of common stock the holders of which shall be entitled to vote and to dividends whenever declared by the Board of Directors.

        10.2 Each subscriber to stock of the Corporation, and each person who receives stock of the Corporation, agrees that it shall be issued in accordance with Section 1244 of the Internal Revenue Code (as from time to time amended), commonly referred to as "Small Business Stock," and all the requisites of the said Section 1244 shall be incorporated herein by reference.

11.   CONTRACTS BETWEEN OFFICERS AND THE CORPORATION

        No contract or other transaction between the Corporation and an interested party, such as a director, officer, stockholder, subsidiary or affiliate corporation, shall be invalid merely because of the relationship of the parties.

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12.   DEADLOCK

        If the votes of the Board of Directors and of the Stockholders are equally divided on any question affecting the general management of the affairs of the Corporation, or if the votes of the Stockholders are equally divided in the election of Directors, and there appears no way of reaching an agreement and breaking such deadlock, then and in such event the holders of at least forty percent (40%) of the capital stock issued and outstanding and entitled to vote may, as provided under General Laws, Chapter 156B, §100, petition either the Superior Court or the Supreme Judicial Court for the dissolution of the Corporation, and the remaining Stockholders shall, by implication, be deemed to have joined in the filing of such petition and to have consented to its allowance, and shall be estopped from objecting thereto.

13.   INDEMNIFICATION FOR OFFICERS

        The Officers and Directors of the Corporation shall be indemnified for all costs, expenses and payment of money relating to or arising out of any of their actions taken on behalf of the Corporation or on business of the Corporation except such as arise out of fraud or willful misconduct.

14.   AMENDMENTS, ETC.

        The Bylaws may be amended, altered or repealed, and the Articles of Organization may be amended at any legal meeting of the Stockholders by a vote of a majority of all the stock issued, outstanding and entitled to vote, provided notice of such proposed amendment, alteration or repeal is given in the call for the meeting, or unless such notice has been waived in writing by all the Stockholders.

15.   DISSOLUTION

        The Corporation may be dissolved by a vote of two-thirds (²/3) of all stock issued, outstanding and entitled to vote.

16.   TRANSFER OF STOCK

        16.1 Transfers of stock shall only be made on the books of the Corporation by the Treasurer, upon the surrender of the previous certificates properly endorsed, or upon the satisfactory proof to the Board of Directors that such certificates have been lost or destroyed, and upon giving such a bond of indemnity against loss or destruction as the Directors require.

        16.2 All stock certificates shall be signed by the President and the Treasurer of the Corporation.

        16.3 Except as provided by Stockholders' Agreements, or required by law, any Stockholder, including the heirs, executors or administrators of a deceased Stockholder desiring to sell or transfer the common stock owned by him or them shall first offer it to the Directors for purchase by the Corporation in the manner following: He shall notify the Directors of his desire to sell by a notice in writing, which notice shall contain the price at which he is willing to sell and the name of one Arbitrator. The Directors shall, within thirty (30) days thereafter, either accept the offer or, by notice to him in writing, name a second Arbitrator and these two shall choose a third. In the event that the two Arbitrators aforesaid shall be unable to agree on the choice of a third Arbitrator, the matter shall be referred to any Judge of the Probate Court for Hampden County, within the Commonwealth of Massachusetts, who shall thereupon appoint a third Arbitrator. It shall be the duty of a majority of the Arbitrators to ascertain the fair value of the stock and if either party shall neglect or refuse to appear at the meeting appointed by the Arbitrators, they may act in the absence of such parties. After the acceptance of the offer or the report of the Arbitrators as to the value of the stock, the Directors shall have thirty (30) days within which to purchase the same at such valuation but, if at the expiration of

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thirty (30) days, the Corporation, through its Directors, shall not have exercised the right so to purchase, the owner of such stock shall be at liberty to dispose of the same in any manner he may see fit within one (1) year thereafter, but unless such transfer is made within one (1) year, such shares shall not be sold or transferred without again being offered to the Directors. No shares of stock shall be sold or transferred on the books of the Corporation until these provisions have been complied with, but the Board of Directors may, in any particular instance, waive the requirement. The above restrictions against transfer shall not apply to transfers made by a Stockholder to any member of his immediately family or to a transfer made under the provisions of a Will left by a deceased Stockholder.

        16.4 If a Director shall offer his stock for sale to the Corporation as provided in the preceding section, he shall be disqualified from voting upon the acceptance of his offer, and the acceptance or rejection thereof shall only require the vote of a majority of the remaining Directors.

        I, RONALD P. LALLI, Clerk of TEXCEL, INC., hereby certify and attest that the foregoing bylaws, consisting of sixteen (16) pages were approved at the Organization Meeting of the Incorporators, held on August 7, 1987.

/s/  RONALD P. LALLI RONALD P. LALLI, Clerk

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AMENDED AND RESTATED BYLAWS of TEXCEL, INC.

EX-3.47

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Exhibit 3.47

USCD204 (Rev. 81)	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
ARTICLES OF INCORPORATION (PREPARE IN TRIPLICATE)	ý	DOMESTIC BUSINESS CORPORATION	FEE $75.00
COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE—CORPORATION BUREAU 308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120	o	DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION—COMPLETE BACK
	o	DOMESTIC PROFESSIONAL CORPORATION ENTER BOARD LICENSE NO.

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2908 B) CYCAM, INC.
010 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE) 800 Washington Trust Building
012 CITY Washington	033 COUNTY Washington (63)	013 STATE Pennsylvania	064 ZIP CODE 15301
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION         The corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law, Act of May 5, 1933, P.L. 164, as amended, and for these purposes to have, possess and enjoy all the rights, benefits and privileges of said Act of Assembly. (ATTACH 81/2 x 11 IF NECESSARY)
The Aggregate Number Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:
040 Number of Class of Shares 1000 Class A Common Stock	041 Stated Par Value Per Share if Any $1.00	042 Total Authorized Capital $1,000.00	031 Term of Existence Perpetual

The Name and Address of Each Incorporator, and the Number and Class of Shares, Subscribed to by each Incorporator
060 Name	061, 062 063, 064 Address (Street, City, State, Zip Code)	Number & Class of Shares
Camtex, Inc.	P.O. Box 1910, Fairmont, WV 26554	1,000 Class A Common Stock
	(ATTACH 81/2 x 11 IF NECESSARY)

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 3 DAY OF FEBRUARY 1988.

		CAMTEX, INC.
/s/  DONNA ARBASAK Secretary	By	/s/  RON ARBASAK President
(CORPORATE SEAL)

-FOR OFFICE USE ONLY -
030 FILED FEB 11 1988	002 CODE	003 REV BOX	SEQUENTIAL NO. 12110	100 MICROFILM NUMBER 8812 6
	REVIEWED BY	004 SICC	AMOUNT $75	001 CORPORATION NUMBER 1017213
	DATE APPROVED		INPUT BY	LOG IN	LOG IN (REFILE)
	DATE REJECTED	CERTIFY BY o REV
	MAILED BY            DATE	o L&I o OTHER	VERIFIED BY	LOG OUT	LOG OUT (REFILE)

USCD 307	PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
CHANGE OF REGISTERED OFFICE	ý	DOMESTIC BUSINESS CORPORATION	FEE $40.00
COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE—CORPORATION BUREAU 308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120	o	DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION—COMPLETE BACK
	o	DOMESTIC PROFESSIONAL CORPORATION ENTER BOARD LICENSE NO.

1. Name of Corporation

CYCAM, INC.

2. Address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Dept).

(number)            (street)            (city)            (state)             (zip code)            (county)

800 Washington Trust Building, Washington, Pennsylvania 15301                        Washington

3. Address to which the registered office in this Commonwealth is to be changed:

(number)            (street)            (city)            (state)             (zip code)            (county)

149 Johnson Road, Houston, Pennsylvania 15342                        (63)                         Washington

4.(Check, and if appropriate, complete one of the following:
ý Such change was authorized by resolution duly adopted by the Board of Directors of the corporation.

o The procedure whereby such change was authorized was:

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunder affixed, this 2nd day of May, 1988.

(Corporate Seal)
		CYCAM, INC. (Name of Corporation)
	BY:	/s/  RON ARBASAK Ron Arbasak            (Signature)
		President (Title: President, Vice-President, etc.)
ATTEST:
/s/  DONNA ARBASAK Donna Arbasak            (Signature)
SECRETARY (Title: Secretary, Assistant Secretary, etc.)

-FOR OFFICE USE ONLY -
030 FILED MAY 10 1988	002 CODE	003 REV BOX	SEQUENTIAL NO.	100 MICROFILM NUMBER 8835 101
	REVIEWED BY	004 SICC	AMOUNT $40	001 CORPORATION NUMBER 1017213
	DATE APPROVED		INPUT BY	LOG IN	LOG IN (REFILE)
	DATE REJECTED	CERTIFY BY o REV
	MAILED BY            DATE	o L&I o OTHER	VERIFIED BY	LOG OUT	LOG OUT (REFILE)

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Exhibit 3.47

EX-3.48

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Exhibit 3.48

BY-LAWS OF
CYCAM INC.

ARTICLE I—OFFICES

           1.  The registered office of the corporation shall be at 149 JOHNSON ROAD, HOUSTON, PA.

           2.  The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II—SEAL

           1.  The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania".

ARTICLE III—SHAREHOLDERS' MEETING

           1.  Meetings of the shareholders shall be held at the registered office of the corporation or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be selected.

           2.  The annual meeting of the shareholders shall be held on the FIRST DAY of JUNE in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at     o'clock   .M., when they shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

EXHIBIT "C"

           3.  The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

           4.  Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney in fact, and filed with the Secretary of the corporation. A proxy, unless coupled

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with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the corporation. No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the corporation. A shareholder shall not sell his vote or execute a proxy to any person for any sum of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid. Elections for directors need not be by ballot, except upon demand made by a shareholder at the election and before the voting begins. Except as otherwise provided in the Articles, in each election of directors cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.

           5.  Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least ten days prior to the meeting.

           6.  In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at any meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as judge.

           7.  Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

           8.  Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.

           9.  Written notice of a special meeting of the shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least ten days before such meeting, unless a greater period of notice is required by statute in a particular case.

         10.  The officer or agent having charge of the transfer books shall make at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy at any meeting of shareholders.

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ARTICLE IV—DIRECTORS

           1.  The business of this corporation shall be managed by its Board of Directors, TWO in number. The directors need not be resident of this Commonwealth or shareholders in the corporation. They shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify. Whenever all of the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.

           2.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.

           3.  The meetings of the Board of Directors may be held at such place within this Commonwealth, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

           4.  Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

           5.  Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

           6.  Special meetings of the Board may be called by the President on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

           7.  A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors and shall be filed with the Secretary of the corporation.

           8.  A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:

        (1)   One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.

        (2)   Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.

        (3)   A committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the director reasonably believes to merit confidence.

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        A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.

        In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section.

        Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.

        A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

        (1)   The director has breached or failed to perform the duties of his office under this section.

        (2)   The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

        The provisions of this section shall not apply to:

        (1)   The responsibility or liability of a director pursuant to any criminal statute; or (2) The liability of a director for the payment of taxes pursuant to local, State or Federal law.

           9.  Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V—OFFICERS

           1.  The executive officers of the corporation shall be chosen by the directors and shall be a President, Secretary and Treasurer. The Board of Directors may also choose a Vice President, and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the same person. It shall not be necessary for the officers to be directors.

           2.  The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

           3.  The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

           4.  The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

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           5.  The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties and may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

           6.  The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI—VACANCIES

           1.  If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

           2.  Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VII—CORPORATE RECORDS

           1.  There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a copy of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.

           2.  Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorized the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business.

ARTICLE VIII—SHARE CERTIFICATES, DIVIDENDS, ETC.

           1.  The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the

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           2.  Transfer of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

           3.  The Board of Directors may fix a time, not more than fifty days, prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders' meeting, transferees or shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

           4.  In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

           5.  The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.

           6.  Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX—MISCELLANEOUS PROVISIONS

           1.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

           2.  The fiscal year of the corporation shall begin on the first day of JANUARY

           3.  Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.

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           4.  Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

           5.  One or more directors or shareholders may participate in a meeting of the Board, or a committee of the Board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

           6.  Except as otherwise provided in the Articles or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

           7.  [Intentionally Omitted].

ARTICLE X—ANNUAL STATEMENT

           1.  The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

ARTICLE XI—INDEMNIFICATION

           1.  The corporation shall indemnify each of its directors, officers, and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director, officer or employee of the corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

        The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.

ARTICLE XII—AMENDMENTS

           1.  These By-Laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

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BY-LAWS OF CYCAM INC.

EX-3.49

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Exhibit 3.49

Microfilm Number		File with the Department of State on	June 21, 1993
Entity Number	2497469	Secretary of the Commonwealth

ARTICLES OF INCORPORATION—FOR PROFIT
OF
ELX

Name of Corporation
A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

ý	Business Stock (15 Pa.C.S. § 1306)	o	Management (15 Pa.C.S. § 2702)
o	Business-nonstock (15 Pa.C.S. § 2102)	o	Professional (15 Pa.C.S. § 2903)
o	Business-statutory close (15 Pa.C.S. § 2303)	o	Insurance (15 Pa.C.S. § 3101)
o    Cooperative (15 Pa.C.S. § 7102)

DSCB: 15-1306/2102/2303/2702/2903/7102A (Rev. 91)

        In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby state(s) that:

1.

The name of the corporation is:     ELX, Inc.    

2.

The (a) address of this corporation's initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)	P.O. Box 52, 149 Johnson Road	Houston	PA	15342	Washington
	Number of Street	City	State	Zip	County
(b) c/o:
	Name of Commercial Registered Office Provider

For a corporation represented by a commercial registered office provider, the count in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.

The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4.

The aggregate number of shares authorized is: 1000 (other provisions, if any, attach 8¹/2 × 11 sheet)

DSCB: 15-1306/2102/2303/2702/2903/7102A (Rev 91)-2

5.

The name and address, including street and number, if any, of each incorporator is:

Name	Address
Ron Arbasak	105 Marlboro Drive, McMurray PA 15317
Donald J. Wagner	229 Hill Place, Venetia PA 15367

6.	The specified effective date, if any, is:	immediately
		month	day	year	hour, if any

7.

Any additional provisions of the articles, if any, attach an 8¹/2 × 11 sheet.

        IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 10th day of June     , 1993.

/s/  RON ARBASAK Ron Arbasak /s/  DONALD J. WAGNER Donald J. Wagner

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ARTICLES OF INCORPORATION—FOR PROFIT OF ELX

EX-3.50

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Section 3.50

AMENDED AND RESTATED BY-LAWS

OF

ELX, INC.

Prepared
by

LAW OFFICES

OF

Peacock, Keller, Yohe, Day & Ecker
70 East Beau Street
Washington, PA 15301

ELX, INC.
BY-LAWS

ARTICLE I—OFFICES

        The registered office of the Corporation shall be at P.O. Box 52, 149 Johnson Road Houston PA 15342. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II—SEAL

        The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania."

ARTICLE III—SHAREHOLDERS

1.     ANNUAL MEETING.

        The Annual Meeting of the shareholders of the Corporation shall be held during the Second week of January in each and every year beginning with the year 1994. The purpose of such meeting shall be the election of Directors and the transaction of such other business as may be brought before the meeting.

2.     PLACE OF MEETING.

        All meetings of the shareholders shall be held at 149 Johnson Road, Houston, Pennsylvania, or at such other place or places, either within or without the Commonwealth of Pennsylvania as may from time to time by resolution be selected.

3.     QUORUM.

        At any meeting of the shareholders, the holders of a majority in number of all the shares of capital stock of the Corporation issued and outstanding, entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the shareholders for all purposes.

        If a quorum shall not be present or represented at any meeting of shareholders, the holders of a majority in number of the shares of the capital stock of the Corporation present in person or by proxy and entitled to vote at such meeting may adjourn from time to time without notice other than by announcement at the meeting until a quorum shall attend in person or by proxy. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which Directors are to be elected shall be adjourned only from day to day, or far such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of Directors until such Directors have been elected.

4.     ORGANIZATION

        The President, or in his absence, the Vice President shall call meetings of the shareholders to order, and shall act as Chairman of such meetings. In the absence of the President and Secretary, the holders of a majority in number of the shares of the capital stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman.

        The Secretary of the Corporation shall act as Secretary of all meetings of the shareholders; but in the absence of the Secretary, the chairman may appoint any person to act as Secretary of the meeting.

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It shall be the duty of the Secretary to make and prepare, at least ten (10) days before every election of Directors, a complete list of shareholders entitled to vote at the election, arranged in alphabetical order. Such list shall be open, at a place where the election is to be held, for the ten (10) days before the election to the examination of any shareholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any shareholder who may be present.

5.     VOTING.

        Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each fully paid share of capital stock having voting power held by such shareholder, but no proxy shall be voted on after three years from its date, unless a proxy provides for a longer period. The vote for Directors, the vote upon any matter as to which a vote by ballot is required by law, and upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by a ballot, and, except as otherwise provided by law or the Articles of Incorporation, all elections and all matters shall be decided by a plurality vote.

        Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted upon directly or indirectly, nor shall any shares so loaned to be counted in determining whether a quorum is present at any meeting.

        Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation be has expressly empowered the pledgee to vote thereon in which case only the pledgee or his proxy may represent the stock and vote thereon.

        Within ten (10) days prior to any meeting, any proxy may submit his power of attorney to the Secretary for examination. The certificate of the Secretary as to the regularity of any powers of attorney so submitted and as to the number of shares held by the persons who severally and respectfully executed the powers of attorney so submitted, shall be received as prima facie evidence of the number of shares represented by the holders of the powers of attorney for the purpose of establishing the presence of a quorum at such meetings and for organizing the same and for all other purposes.

6.     JUDGES OF ELECTION.

        In advance of any meeting of shareholders, the Board of Directors, may appoint judges of election who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the Chairman of any such meeting may, and on the request of any share holder or his proxy shall make such appointment at the meeting. The number of judges shall be one (1) or three (3). If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one (1) or three (3) judges are to be appointed. On the request of the Chairman of the meeting, or any shareholder or his proxy, the judge(s) shall make a report in writing of any challenge or question or matter determined by them and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.

7.     SPECIAL MEETINGS.

        Special meetings of the shareholders may be called at any time by the President, by the Board of Directors, or by any number of shareholders holding together at least one-half (¹/2) in number of the total outstanding shares of stock entitled to vote at such meeting. At a special meeting of the shareholders, no business shall be transacted and no corporate action shall be taken other man that stated in the notice of the meeting.

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8.     NOTICE OF MEETINGS.

        It shall be the duty of the Secretary to cause notice of each meeting of the shareholders to be mailed at least ten (10) days before the meeting to each shareholder of the Corporation entitled to vote at such meeting at his address as the same appears on the books of the Corporation. The notice shall state the day, hour and place at which the meeting is to be held and, in case of any special meeting, shall indicate briefly the purpose or purposes of such meeting.

ARTICLE IV—DIRECTORS

1.     NUMBER AND TERM OF OFFICE.

        The business and property of the Corporation shall be managed and controlled by the Board of Directors two (2) in number who need not be shareholders of the Corporation and none of whom need be residents of the Commonwealth of Pennsylvania. The Directors must be natural persons of full age. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the Annual Meeting of shareholders, and shall continue in office for one year or until their successor shall have been elected and shall qualify. In case in any year no Annual Meeting of the shareholders shall be held or in case any such meeting shall be held but adjourned without the election of Directors, the Directors shall hold office until their successors shall have been elected and shall qualify. The number of Directors may be altered from time to time by amendment of these By-Laws.

2.     REMOVAL, VACANCIES AND ADDITIONAL DIRECTORS.

        The holders of a majority in number of the shares of capital stock of the Corporation outstanding and entitled to vote may, at any special meeting with notice of which shall state that it is called for that purpose, remove any Director and fill the vacancy. Vacancies caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy caused by the death, or resignation of any Director or for any other reason a newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office; provided, however, that the term of office of any Director so elected to fill such vacancy or newly created directorship shall expire at the next succeeding Annual Meeting of shareholders and at such Annual Meeting, the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

3.     PLACE OF MEETINGS.

        The Board of Directors may hold their meetings at such place within the Commonwealth of Pennsylvania or elsewhere as a majority of the Directors may from time to time appoint or as may be designated in the notice calling the meeting.

4.     REGULAR MEETINGS.

        Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting for the Board of Directors; but a copy of every resolution affixing or changing the time or place of regular meetings shall be mailed to every Director at least five (5) days before the first meeting held and pursuant thereof.

5.     SPECIAL MEETINGS.

        Special meetings of the Board of Directors may be called by the President or by a majority of the Directors in office.

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        The Secretary shall give notice of the time and place of holding each special meeting by mailing the same at least five (5) days before the meeting. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these By-Laws may be transacted at any special meeting and an amendment of these By-Laws may be acted upon if the notice of the meeting shall have stated an amendment of the By-Laws to be one of its purposes. At any meeting at which every Director shall be present, even though without notice, any business may be transacted.

6.     QUORUM.

        A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there shall be less man a quorum present, the majority of those present may adjourn the meeting from time to time.

7.     COMPENSATION OF DIRECTORS.

        Directors as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum in expenses for attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

8.     ORDER OF BUSINESS.

        At all meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine by resolution.

        The President shall preside at all meetings of the Board of Directors, but in the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

9.     POWERS.

        In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

ARTICLE V—OFFICERS

1.     OFFICERS.

        The officers of the Corporation shall be a President, Vice President, and Secretary and/or Secretary/Treasurer. All such officers shall be elected by the Board of Directors immediately after each Annual Meeting of the shareholders. Any number of offices may be held by the same person.

        Except where otherwise expressly provided in a written contract duly authorized by the Board of Directors, all officers, agents and employees shall be subject to removal at any time by the Board of Directors, and all officers, agents and employees other than officers elected and appointed by the Board of Directors shall also be subject to removal at any time by the officers appointing them. In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, they shall have the same authority and shall perform such duties as from time to time may be directed by the Board of Directors.

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2.     PRESIDENT.

        The President shall be the chief executive officer of the Corporation, and subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs. He shall preside at all meetings of the shareholders and at all meetings of the Board of Directors.

        The President may sign certificates for shares of stock with the Secretary, and sign and execute contracts in the name and on behalf of the Corporation when so authorized and directed either generally or in special instances by the Board of Directors.

3.     VICE-PRESIDENT.

        The Vice-President shall have such other powers and perform such other duties as shall from time to time be assigned to him by these By-Laws or by the Board of Directors and shall have and exercise such powers of the President as may from time to time be assigned to him by the President.

4.     SECRETARY.

        The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose; he shall attend to the giving or serving of all notices of the Corporation, he may sign with the President in the name of the Corporation, all contract when authorized to do so either generally or in special instances by the Board of Directors; he shall have charge of the stock certificate books, transfer books, and stock ledgers and such other books and papers as the Board of Directors shall direct, all of which shall at all reasonable times be open to examination of any Director, upon application at the office of the Corporation during business hours; and he shall, in general, perform all of the duties incident to the office of Secretary, subject to the control of the Board of Directors.

5.     TREASURER.

        The Treasurer shall have custody of all of the funds and securities of the Corporation which may have come into his hands; he may endorse on behalf of the Corporation for collection checks, notes, and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; he may sign all receipts and vouchers for payment made to the Corporation; he shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all monies received and paid on account of the Corporation and whenever required by the Board of Directors shall render statements of such account; he shall at all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and he shall perform all acts incident to the position of Secretary, subject to the control of the Board of Directors.

5.     ADDITIONAL OFFICERS.

        The Board of Directors may from time to time appoint such other officers (who need not be Directors) including assistant Treasurers and assistant Secretaries, as the Board may deem advisable, and such officers shall have such authority, and shall perform such duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may from time to time by resolution delegate to any assistant Treasurer or Treasurers any of the powers of duties herein assigned to the Treasurer; and may similarly delegate to any assistant Secretary or Secretaries any powers or duties herein assigned to the Secretary.

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7.     VACANCIES.

        If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

8.     GIVING OF BOND BY OFFICERS.

        All officers of the Corporation, if required to do so by the Board of Directors shall furnish bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board of Directors shall require.

9.     VOTING UPON STOCKS

        Unless otherwise ordered by the Board of Directors, the President or Vice President in the absence of the President, shall have full power and authority on behalf of the Corporation to attend and to act and to vote or in the name of the Corporation to execute proxies or vote at any meeting of shareholders of any Corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may, by resolution from time to time, confirm like powers upon any other person or persons.

10.   COMPENSATION FOR OFFICERS

        The President and other officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE VI—ACTION BY CONSENT

        Any action which may be taken at a meeting of the shareholders or at a meeting of the Directors may be taken without a meeting, if the consent or consents in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose, or by all of the Directors as the case may be, and shall be filed with me Secretary of the Corporation.

ARTICLE VII—CAPITAL STOCK

1.     CERTIFICATE FOR SHARES.

        The certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or Vice President and the Secretary/Treasurer, and shall not be valid unless so signed.

        In case any officer or officers who shall have signed, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, or resignation, or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates nevertheless may be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

        All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and date of issue thereof shall be entered on the Corporation's books.

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        Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

2.     LOST, STOLEN OR DESTROYED CERTIFICATES.

        Whenever a person owning a certificate of stock of the Corporation alleges that it has been lost, stolen or destroyed, he shall file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place and circumstances of the loss, theft or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board; thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed.

        Upon the records of the Corporation there shall be noted the fact of such duplicate issue and the number, date and name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

3.     TRANSFER OF SHARES.

        Shares of the capital stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his attorney, duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the preceding section. Books for the transfer of shares of its capital stock shall be kept by the Corporation or by one or more transfer agents appointed by it.

4.     REGULATIONS.

        The Board of Directors shall have the power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

5.     CLOSING SHARE TRANSFER BOOKS OR FIXING RECORD DATE.

        In order to determine the shareholders entitled to the notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

6.     DIVIDENDS.

        Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have the power to declare and pay dividends upon shares of the capital stock of the Corporation but only out of funds available for the payment of dividends as provided by law.

        Subject to the provisions of the Articles of Incorporation, any dividends declared upon the capital stock of the Corporation shall be payable upon such date or dates as the Board of Directors shall determine. If the date fixed for payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

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ARTICLE VIII—AMENDED REDEMPTION/REPURCHASE AGREEMENT

        AGREEMENT made this 1st day of August, 1995, by and among ELX, INC., A corporation (hereinafter called "corporation") and Ron Arbasak and Donald J. Wagner, who are the owners of shares in the corporation as of the date hereof.

WITNESSETH:

        WHEREAS, the parties hereto wish to insure, to the extent possible, that the ownership and control of the Corporation remain vested in the present shareholders, and to such end, wish to impose certain obligations on themselves and certain restrictions on the transfer of shares of the Corporation;

        NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

        1.     Definitions.

        For purposes of this agreement and unless otherwise clearly indicated, the following words shall have the following meanings: "shares" shall mean the stock of the Corporation; "shareholder" shall mean an owner of shares who is a party to this Agreement; and "transfer" shall mean any transfer of or attempt to transfer, or placing of any encumbrance upon or attempt to encumber, or placing an encumbrance upon either legal title or any beneficial interest in any share or shares by means of a gift, sale, pledge, alienation, other disposition or by operation of law.

        2.     Prohibition Against Transfer.

        During the term of this Agreement, no shares now owned or hereafter acquired by a shareholder, or an interest in such shares, may be transferred other than as provided herein.

        3.     Endorsement on Share Certificates.

        Upon the execution of this Agreement, all certificates representing shares owned by the Shareholders shall be surrendered to the Corporation and prominently endorsed as follows:

"The transfer or encumbrance of the shares represented by this Certificate is restricted by and may be made only in accordance with the provisions of a Redemption/Repurchase Agreement, dated the 13th day of July, 1993, by and among ELX, Inc. and its shareholders, as it may be amended, a copy of which is on file in the office of the Corporation."

After endorsed, the certificates shall be returned to the shareholders who shall, subject to the terms of this Agreement, be entitled to exercise all rights of ownership with respect to such shares. All certificates representing shares hereafter acquired by the shareholders shall bear the same endorsement.

        4.     Issuance of New Shares and Disposition of Treasury Shares.

        The Corporation covenants that it shall not issue or sell any of its authorized but unissued shares or treasury shares to any person or entity without first offering such shares as to proposes to issue or sell to the Shareholders in proportion to the existing Shareholders in the Corporation at the time of such offer to them. Such offer to shareholders shall be in writing and shall be at such price and upon such other terms and conditions as would be applicable to the proposed issuance or sale. The Corporation shall give the shareholders a minimum of ten (10) days from the giving of the offer in which to accept. The Corporation also covenants that it shall not issue or sell any shares to any person or entity who or which does not agree to become a party to this Agreement.

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        5.     Offer of Shares to Corporation and Shareholders.

        A.    If any shareholder desires to transfer some or all of his shares to any interest therein during his lifetime, he shall first offer such shares to the Corporation and to the other shareholders in the manner set forth in Article 6 hereof.

        B.    In the event legal proceedings are taken in connection with the insolvency of a shareholder, or in the event of the attachment of or levy upon any shares by any creditor or claimant against the owner thereof, or in the event of any other legal proceedings resulting in a claim against said shares of any nature, or in the event of a transfer made in violation of the provisions of this Agreement, then the receiver, trustee in bankruptcy or other representative of a bankrupt or insolvent shareholder, or the purchaser of any share sold on attachment, execution of foreclosure or at any judicial sale, or the person or entity to whom or to which a transfer is made in violation of this Agreement, or such shareholder, as the case may be, shall immediately upon acquisition of such shares offer the shares so transferred, or in the case of a shareholder's insolvency, all of such shareholder's shares, to the Corporation and to the remaining shareholders in the manner set forth in Article 6 hereof, or, if no such offer is received by the Corporation prior to its receipt of actual notice of any event described above, such an offer shall be deemed to have been made to the Corporation on the tenth (10th) day following the Corporation's receipt of actual notice of the above described event.

        6.     Manner of Offer to Corporation and Shareholder.

        A.    Whenever an offer of shares is required to be made in accordance with this Article, such offer shall be given first to the Corporation and shall be in writing, addressed to the Corporation, or if the offeror is the President, then to the attention of the Secretary of the Corporation. The offeror shall include in his offer to the Corporation the following information:

        (1)   total number of shares involved,

        (2)   state whether the shares have been acquired on execution, foreclosure, at a judicial sale or as a result of any transfer with respect to which an offer should first have been made in accordance herewith,

        (3)   the offerer's full name and address, and

        (4)   the offerer's method of acquisition of such shares, and the price, if any, paid for the shares.

The Corporation shall have ninety (90) days from receipt of the offer within which to accept. Any acceptance by the Corporation, must be of all shares being offered and must be authorized by action of the Board of Directors of the Corporation in which the offeror, if a Director, may not participate.

        B.    If within the above ninety (90) day period, the Corporation rejects or does not accept the offer, then the Corporation, as agent of the offeror, shall, within two (2) business days after rejection of the offer, whichever shall be earlier, transmit to all shareholders then of record, other than the offeror if a shareholder, the offeror's offer to them. For each such shareholder, the offer shall indicate the total number of shares that each shareholder receiving such offer shall be eligible to purchase (the number of shares being hereinafter called a shareholder's "proportionate share"). There shall also be included in the offer to shareholders a copy of the offer received by the Corporation from the offeror. An acceptance of the offer by a shareholder must be in writing and must be received by the Corporation within thirty (30) days of the Corporation's transmission of the offer to the shareholders. An acceptance by a shareholder shall state the maximum number of shares such shareholder wishes to purchase. which maximum may be equal to, less than or greater than his proportionate share; or a shareholder may indicate that he wishes to purchase no less than their proportionate share have been allocated their proportionate share. Within three

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(3) business days after the end of the aforesaid thirty (30) day period, the Corporation shall determine the number of offered shares which each accepting shareholder shall be permitted to purchase, subject, however, to the right of the offering shareholders to treat such acceptance as not being effective under the provisions of paragraph C hereof. Such determination shall be made as follows:

        (1)   Each accepting shareholder who elects to purchase such proportionate share.

        (2)   Any offered shares then remaining shall be allocated (up to any stated maximum) among those accepting shareholders who elect to purchase more than their proportionate share in proportion to the shares then owned by each shareholder making such election.

        (3)   Any offered shares still remaining shall be allocated (up to any stated maximum) among those accepting shareholders who elect to purchase less than their proportionate share in proportion to the shares then owned by each shareholder making such election. Within three (3) business days after the Corporation makes the aforesaid determination, the Corporation shall notify the offeror and the accepting shareholders of the number of shares permitted to be purchased by each accepting shareholder.

        C.    In any offer to shareholders, if the shares allocated among the accepting shareholders in accordance with the foregoing paragraph do not aggregate the total number of shares being offered, the offeror shall have the election, exercisable by giving written notice to the Corporation within ten (10) days after the Corporation's giving of notice to him of the shareholder acceptances, to treat none of such acceptances as being effective, in which event the offer shall be deemed not to have been duly accepted, and the Corporation shall notify such shareholders as have accept the offer. To the extent shares subject to the offer are not accepted for purchase by the shareholder, whether by reason of the offeror's election or otherwise, the offeror may transfer such shares free of any restrictions imposed by thus Agreement, except Article 3, for a period of three (3) months the shareholder acceptances, as aforesaid, at the end of which time any of such freed shares retained by the offeror shall again become subject to all terms of this Agreement.

        D.    Any offer made in accordance with this Article shall be irrevocable during the period in which it may be accepted by either the Corporation or shareholders.

        7.     Death of a Shareholder.

        Whereas the Shareholders believe it to be in their best interests and in the best interests of the Corporation that the shares of a deceased Shareholder be acquired by the surviving Shareholder, and

        Whereas the Shareholders have arranged to provide the necessary funds to acquire the shares of a deceased Shareholder through life insurance, it is therefore agreed:

        1.     Each Shareholder shall purchase insurance on the life of each of the other Shareholders in the amounts specified in Schedule A attached to and made part of this Agreement. Each Shareholder shall have the right to purchase additional insurance on the lives of the other Shareholders whenever additional insurance may be reasonably required to carry out his obligations under this Agreement. Any additional policies shall be listed in Schedule A and shall otherwise be subject to the terms of this Agreement. Each Shareholder shall name himself as the direct beneficiary under the policies for which he is the applicant, and he shall be the sole Owner of the policies taken out by him.

        Each Shareholder shall pay all premiums due on the policies purchased by him on the lives of the other Shareholders and shall exhibit proof of payment to each respective Shareholder within fifteen (15) days after the due date of each premium. If any Shareholder fails to pay a premium within fifteen (15) days after the premium due date, the Shareholder who is the Insured under the policy whose premium is due may pay such premium. Such payment shall be considered a loan to the Shareholder in

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default, and the Shareholder making the payment shall be entitled to recover such amount with interest from the date of payment at Eight (8.0%) percent per annum.

        No shareholder shall, during the term of this Agreement, revoke or change the beneficiary designation or modify or impair any of the rights or values under his policies.

        8.     Price of Shares.

        A.    The purchase price for the total shares purchased by the Corporation or the Shareholders pursuant to an offer made in accordance with Article 6, or by reason of the application of Article 7, shall be based upon the value agreed upon between the purchasing and selling parties.

        B.    In the event that a value cannot be agreed upon an independent Certified Public Accounting firm will be hired and an appraisal done of the value of the business. Such appraisal will be binding upon both the purchasing and selling parties to the value of the Corporation's shares of stock.

        9.     Payment for Shares.

        A.    For purchase of shares pursuant to Article 7 (Death) of any Shareholder, the surviving Shareholders shall purchase the decedent's shares from his estate, and the estate shall sell such shares to the surviving Shareholders. The personal representative of the deceased Shareholder shall proceed with the probate of the estate and shall promptly transfer title of decedent's stock to the surviving Shareholders.

        The surviving Shareholders shall collect the proceeds of the insurance policies on the life of the deceased Shareholder, and upon receipt of title to decedent's stock, shall pay such proceeds, or so much thereof as may be necessary, to the deceased Shareholder's personal representative in payment for the decedent's stock. In the event the purchase price exceeds the insurance proceeds, the surviving Shareholders shall pay to the decedent's personal representative any additional amount necessary to pay the purchase price in full.

        All stock purchased by the surviving Shareholders shall be divided between themselves in the same proportion that their share holdings bear to each other at the date of death to the deceased Shareholder.

        B.    If a shareholder's shares are being purchased by the Corporation, or shareholders; the total purchase price shall be paid by the purchaser in the form of cash unless agreed upon otherwise.

        10.   Disability.

        In the event disability prevents a Shareholder-Employee from performing the duties of his office, the remaining Shareholders will, after one year, purchase the shares of the disabled Shareholder. It is agreed:

        A.    In the event that any Shareholder-Employee who is a party to this Agreement shall become totally disabled, his current salary will be paid to him during the continuance of such disability, commencing with the 1st day of such disability and for a period not exceeding twelve (12) months for each continuous disability.

        B.    In the event the disabled Shareholder-Employee remains totally disabled for a continuous period of twelve (12) months, the Corporation shall then purchase all of the capital shares in the Corporation then held by the disabled Shareholder by the payment of the purchase price determined in accordance with the provisions of Article 6 of this Agreement. The disabled Shareholder shall sell all the capital stock then held by him in the company to the Corporation for the agreed purchase price as hereinafter provided. The Corporation shall purchase at the price

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determined in accordance with this Agreement that portion of stock owned by the disabled Shareholder represented by the ratio of the number of shares owned by such disabled Shareholder to those owned by all other Shareholders.

        C.    The purchase price shall be paid as specified in Article 8 of this Agreement.

        D.    Upon payment of the purchase price whether wholly in cash or partly in cash and partly by promissory notes, the shares of stock in the Company then held by the disabled Shareholder shall be transferred to the Corporation.

        11.   Common Disaster.

        In the event of the death of all Shareholders within a single period of thirty (30) days, then the provisions of Article 6 shall not apply and this Agreement shall terminate.

        12.   Specific Performance.

        The parties hereby declare that it is impossible to measure in money, the damages which will accrue to a part hereto, or to a legal representative of a decedent, by reason of a failure to perform any of the obligations under this Agreement. Therefore, any party hereto which institutes any action or proceeding to enforce the provisions hereof shall be entitled to a decree requiring specific performance of the provisions hereof, and any person requiring specific performance of the provisions hereof, and any person (including the Corporation) against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law, and such person shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. In any such proceeding, the party in breach of the provisions of this Agreement, shall reimburse the nonbreaching party for reasonable attorney fees and costs incurred to enforce any provisions of this Agreement.

        13.   Cumulative Remedies.

        No failure on the part of the Corporation or any other party hereto in exercising any right, power or privilege hereunder shall except as otherwise expressly provided herein, operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided, are not exclusive of any rights or remedies which any party hereto would otherwise have.

        14.   Notices.

        All offers, acceptances and notices which are given hereunder shall be deemed to have properly given if deposited in the United States mail, postage prepaid, of such shares shall be made free and clear of all taxes, debts, claims or other encumbrances whatsoever.

        15.   Termination of Agreement.

        This Agreement shall terminate upon the unanimous written agreement of the shareholders, or the dissolution, bankruptcy or insolvency of the Corporation.

        16.   Binding on Transferees and Representatives.

        This Agreement shall be binding upon and inure to the benefit of not only the parties hereto, but also their heirs, executors, administrators, successors and assigns, and the parties hereto agree for themselves, their heirs and executors, administrators, successors and assigns to execute any instrument which may be necessary of proper to carry out the purpose and intent of this Agreement.

        17.   Construction.

        This Agreement shall be construed, in accordance with the laws of the Commonwealth of Pennsylvania.

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        18.   Entire Agreement.

        The Foregoing represents the entire Agreement between the Corporation and shareholders with respect to the subject matter hereof. No additional amendment, supplement or abrogation of this Agreement shall be valid unless it is in writing and duly executed by the panics hereto.

WITNESSES:
		(Seal)
		(Seal)
	By:
	President
NOTARIZED:

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SCHEDULE A

        The amounts of life insurance to be carried on the life of each Shareholder by the parties to this agreement are as follows:

To be Carried by:

To be carried by: Name of insured:	Total		Ron Arbasak		Donald J. Wagner
Ron Arfaasak	$	4,000,000			$	4,000,000*
Donald J. Wagner	$	4,000,000	$	4,000,000**

*

Policy carried with Federal Kemper Life Assurance Co., Policy no. FK2311026.

**

Policy carried with Federal Kemper Life Assurance Co., Policy no.FK2311025.

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price, the Corporation will deliver the policies of insurance and will execute all necessary instruments of transfer. All policies of insurance so purchased by the Shareholders shall be released from the terms of this Agreement.

11.   NOTICES.

        Any notice, demand, offer, or other written instrument required or permitted to be given, made, or sent hereunder shall be in writing, signed by the party giving or making the same, and shall be sent by registered mail to all parties hereto simultaneously at the addresses appearing on the books of the corporation at such time.

ARTICLE IX—FISCAL YEAR

        The fiscal year of the Corporation shall begin on the 1st day of January in each year and terminates on the 31st day of December in each year.

ARTICLE X—MISCELLANEOUS PROVISIONS

1.     CHECKS.

        All checks, demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors shall from time to time designate.

2.     LOANS.

        No loans or renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors or as otherwise provided by these By-Laws. Whenever authorized, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual and for such loans and advances may make, execute and deliver, promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, sign and deliver the same. Such authority may be general or confined to specific instances.

3.     NOTICES.

        Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail or by telegram, charges prepaid, to his address appearing on the books of the Corporation or supplied by him to the Corporation fat the purpose of notice. If the notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with die telegraph office for transmission to such person. Such notice shall specify the place, date and hour of the meeting and in the case of a special meeting, the general nature of the business to be transacted.

        Any shareholder or Director may waive in writing and at any time, any notice required to be given under the By-Laws. The attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting except where the express purpose of such attendance is to object to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XI—AMENDMENTS

        These By-Laws and any amendments thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or special meeting by the

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affirmative vote of all the members of the Board, or any regular or special meeting, the notice of which shall have stated the amendment of the By-Laws as one of the purposes of the meeting, by the affirmative vote of a majority of all the members of the Board of Directors; but these By-Laws and any amendments thereof, including the By-Laws adopted by the Board of Directors, may be altered, amended, repealed and other By-Laws may be enacted by the holders of a majority in amount of the capital stock of the Corporation outstanding and entitled to vote at any Annual Meeting or at any special meeting, provided, in the case of any special meeting that notice of such proposed alteration, amendment, repeal or enactment is included in the notice of the meeting.

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AMENDED AND RESTATED BY-LAWS OF ELX, INC.

EX-3.51

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Exhibit 3.51

ARTICLES OF INCORPORATION
OF
G & D, INC.

        KNOW ALL MEN BY THESE PRESENTS: That we, SAMUEL L. LEVY, RICHARD E. MISHKIN and CAROL L. CORN, all residents of the State of Colorado, and over the age of twenty-one (21) years, desiring to form a body corporate under the laws of the State of Colorado, do hereby make, execute and acknowledge these Articles of Incorporation in writing, and do hereby set forth, declare and certify as follows:

ARTICLE I
Name

        The name of our corporation shall be

G & D, Inc.

ARTICLE II
Term of Existence

        This corporation shall exist in perpetuity, from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Colorado, unless sooner dissolved or disincorporated according to law.

ARTICLE III
Objects, Purposes and Powers

        A. The objects and purposes for which the said corporation is organized are as follows:

        (1)   Conducting, engaging and carrying on the general business of:

        (a)   Manufacturing, producing, buying, selling, exporting, importing, dealing in and with, and disposing of cutting guides, machine guides, tool guides, equipment, appliances, machinery, and apparatus of any kind or nature for the production and manufacture of textiles and fabrics of every kind, character or description; manufacturing, making contracts with others for the manufacture of, constructing, assembling, repairing, developing, remodeling, purchasing or otherwise acquiring, installing, using, owning, operating, selling, leasing, exchanging, renting, or otherwise disposing of, distributing, and generally dealing in and with, as principal, agent, or jobber, at wholesale or retail, parts, accessories, appurtenances, sundries, and equipment of all kinds for machinery of all kinds, mechanical devices, electrical devices, and cutting devices; engaging in conducting, carrying on any and all trades and businesses necessary or convenient in connection with, or applicable, adjunctive or contributory to, any of the foregoing.

        (b)   Purchasing or otherwise acquiring, and owning, holding, managing, manufacturing, developing and selling, leasing, encumbering or otherwise disposing of and dealing in personal property of every kind and description, tangible or intangible and including but not limited to, stock, stock rights, options, warrants, debentures, bonds and other entities, whether in connection with or incident or related to the foregoing purposes or otherwise;

        (c)   Purchasing or otherwise acquiring, and owning, holding, managing, developing and selling, leasing, encumbering, or otherwise disposing of and dealing in real property, whether improved or unimproved, and any interest therein, of every kind and description, whether in connection with or incident or related to the foregoing purposes or otherwise;

        (d)   Inverting on behalf of itself or others, in any form, any part of its capital and such additional funds as it may obtain, in any corporation, association, partnership, joint venture, entity or business venture of any kind or character and otherwise acquiring an interest in any such business or business venture as the Board of Directors may from time to time deem convenient or proper, and actively engaging in, promoting, managing and otherwise protecting and developing any investment or interest so acquired, whether in connection with or incident or related to the foregoing purposes or otherwise; and

        (e)   Operating any other lawful business.

        (2)   To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other things incidental thereto or connected therewith which are not forbidden by the Colorado Corporation Code, by any other law, or by these Articles of Incorporation.

        (3)   To carry out the purposes hereinabove set forth in any state, territory, district, possession, dependency or other political subdivision of the United States of America, or in any foreign country, to the extent that such purposes are not forbidden by the law of such state, territory, district, possession, dependency, or political subdivision of the United States of America or by such foreign country.

        B. In furtherance of the purposes set forth above in this Article III, the corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including but not limited to, the power to enter into general partnerships, limited partnerships (whether the corporation be a limited or general partner), joint ventures, syndicates, pools, associations and other arrangements for carrying on one or more of the purposes set forth in this Article III of these Articles of Incorporation, jointly or in common with others. In addition, the corporation may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes.

ARTICLE IV
Capital Stock

        The total number of shares of capital stock which the corporation shall have authority to issue is 50,000 shares of common stock without par value. Said stock may be issued for money, property, services or other things of value, and when issued, shall be issued fully paid and non-assessable. The preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, of the capital stock of the corporation are as follows:

        (a)    Dividends.    Dividends may be paid upon the common stock as and when declared by the Board of Directors out of funds of the corporation legally available therefore.

        (b)    Payment on Liquidation.    Upon any liquidation, dissolution or winding up of the corporation, and after payment or setting aside of an amount sufficient to provide for payment in full of all debts and liabilities of, and other claims against the corporation, the remaining net assets of the corporation shall be distributed pro rata to the holders of the common stock.

        (c)    Voting Rights.    The sole voting power shall be and remain solely in the common stock, each holder of common stock being entitled to one vote for each share thereof held.

        (d)    Pre-Emptive Rights.    No shareholder of this corporation shall, because of his ownership of stock, have a pre-emptive right to purchase, subscribe for, or take any part of any stock or any part of the notes, debentures, bonds or other securities convertible into, or carrying options or warrants to purchase stock of this corporation issued, optioned, or sold by it after its incorporation. Any part of the common stock and any part of the notes, debentures, bonds or other securities

2

convertible into, or carrying options or warrants to purchase stock of this corporation authorized by these Articles of Incorporation or any amendment thereto duly filed, may at any time be issued, optioned for sale, and sold or disposed of by this corporation pursuant to resolution of its Board of Directors to such persons and upon such terms as may to such Board of Directors seem proper without first offering such stock or security or any part thereof to existing stockholders.

ARTICLE V
Directors and Officers

        The business and affairs of this corporation and the management thereof shall be vested in the Board of Directors consisting of not less than three (3) members who need not be shareholders of the corporation. The names and addresses of the persons who are to serve as the initial Board of Directors of the corporation until the first annual meeting of shareholders, or until their successors shall be elected and shall qualify, are as follows:

George Levy	959 South William Denver, Colorado 80209
Stanton D. Rosenbaum	2300 First of Denver Plaza Bldg. Denver, Colorado 80202
Carol L. Corn	2300 First of Denver Plaza Bldg. Denver, Colorado 80202

        The corporation shall indemnify every director and officer, his heirs, executors, and administrators, against expenses reasonably incurred by him in connection with an action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the corporation, or at its request, of any other corporation of which it is a shareholder or creditor and from which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled.

ARTICLE VI
Registered Office

        The registered office in the State of Colorado of this corporation shall be 2300 First of Denver Plaza Building, Denver, Colorado, 80202, and the registered agent upon whom process may be serviced in this state is Isaacson, Rosenbaum, Spiegleman & Friedman, P.C. at the same address. Said office and agent may be changed at any time hereafter without amendment of these Articles of Incorporation by any document or instrument required or permitted to be filed by law.

ARTICLE VII
Shareholders' Meetings

        Cumulative voting shall not be allowed in the election of directors of this corporation.

        At any meeting of the shareholders of this corporation, a quorum shall consist of a majority of the shares of stock entitled to vote at the meeting represented in person or by proxy. If a quorum is present, the affirmative vote of the majority of the shares represented at such meeting and entitled to vote on the subject matter shall be the action of the shareholders.

3

ARTICLE VIII
Rights of Directors and Officers
To Contract with Corporation

        Any of the directors or officers of this corporation shall not, in the absence of fraud, be disqualified by his office from dealing or contracting with this corporation, either as vendor, purchaser or otherwise, nor shall any firm, association or corporation of which he shall be a member or in which he may be pecuniarily interested in any manner be disqualified. No director or officer, nor any firm, association or corporation with which he is connected as aforesaid shall be liable to account to this corporation or its stockholders for any profit realized by him from or through any such transaction or contract, it being the express intent and purpose of this Article to permit this corporation to buy from, sell to or otherwise deal with partnerships, firms or corporations of which the directors and officers of this corporation, or any one or more of them, may have a pecuniary interest, and the interests of this corporation, in the absence of fraud, shall not be void or voidable or affected in any manner by reason of any such membership.

ARTICLE IX
Restrictions on Common Stock

        The corporation shall have the right by appropriate action to impose restrictions upon the transfer of any shares of its common stock, or any interest therein, from time to time issued, provided that such restrictions as may from time to time be so imposed, or notice of the substance thereof shall be set forth upon the face or back of the certificates representing such shares of common stock.

ARTICLE X
By-Laws

        The Board of Directors of this corporation shall have the power to adopt such prudential By-Laws as may be deemed necessary or convenient for the proper government and management of the business and affairs of this corporation, and to amend, alter or repeal the same at any regular meeting or at any special meeting called for that purpose.

ARTICLE XI
Incorporators

        The name and address of each of the incorporators are as follows:

George Levy	959 South William Denver, Colorado 80209
Stanton D. Rosenbaum	2300 First of Denver Plaza Bldg. Denver, Colorado 80202
Carol L. Corn	2300 First of Denver Plaza Bldg. Denver, Colorado 80202

ARTICLE XII
Amendments

        The corporation reserves the right to amend, alter, change or repeal any provision contained in, or to add any provision to its Articles of Incorporation from time to time, in any manner now or hereafter prescribed or permitted by the Colorado Corporation Code, and all rights and powers conferred upon directors and shareholders hereby are granted subject to this reservation.

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        IN WITNESS WHEREOF, the above named incorporators have hereunto set their hands this 26^th day of August, 1976.

/s/  SAMUEL L. LEVY

/s/  RICHARD E. MISHKIN

/s/  CAROL L. CORN

STATE OF COLORADO	)
	) ss.
COUNTY OF DENVER	)

        I, the undersigned, a Notary Public, hereby certify that on the 26^th day of August, 1976, personally appeared before me, Samuel L. Levy, Richard E. Mishkin and Carol L. Corn, who being by me first duly sworn, severally declared that they were the persons who signed the foregoing document as incorporators and that the statements therein contained are true.

        WITNESS my hand and official seal.

        My Commission expires:

/s/illegible Notary Public

5

STATE OF COLORADO
City &
COUNTY OF DENVER )
) ss
) CERTIFICATE OF
ASSUMED OR TRADE NAME

        G & D, INC., a Colorado corporation, being desirous of transacting a portion of its business under an assumed or trade name as permitted by 7-71-101, Colorado Revised Statutes 1973, hereby certifies:

1. The corporate name and location of the principal office of said corporation is:
G & D, INC.
470 South Navajo
Denver, Colorado 80223

2. The name, other than its own corporate name, under which such business is carried on is:
STAR GUIDE CORPORATION

        3.     A brief description of the kind of business transacted and to be transacted under such assumed or trade name is:
Manufacture cutting guides

        IN WITNESS WHEREOF, The undersigned President and Secretary of said corporation, have this day executed this Certificate September 16, 1976

	G & D, INC.
	By	/s/  GEORGE W. LEVI George W. Levi President
Attest:
/s/  DAVID M. POLLACK David M. Pollack Secretary

        Subscribed and sworn to before me this 16^th day of September 1976. My commission expires    My Commission Expires June 16, 19    .

/s/  CAROL LYNN CORN Notary Public

IS: AN-TN1 Rev. 11/83 SUBMIT ONE Filing fee: $10.00	Mail to: Secretary of State Corporations Section 1575 Sherman Street, 2nd Fl. Denver, Colorado 80203 (303) 855-2361	For office use only
Document must be typewritten.

CERTIFICATE OF
ASSUMED OR TRADE NAME

        G & D, Inc., a corporation or limited partnership organized under the laws of Colorado

        Being desirous of transacting a portion of its business under an assumed or trade name as permitted by 7-71-101, Colorado Revised Statues 1973, hereby certifies:

1.

The corporate or limited partnership name and location of its principal office is: G & D, Inc., 1255 W. Virginia Avenue, Denver, Colorado 80223.

2.

The name, other than its own corporate or limited partnership name, under which business is carried on is (Note 1):
Star Guide International, Inc.

3.

A brief description of the kind of business transacted under such assumed or trade name is: Domestic and international sales of corduroy guides and related products.

Limited Partnerships complete this section	Corporations compete this section
IN WITNESS WHEREOF, the undersigned general partner of said limited partnership has this day executed this certificate            19                       (Note 2)	IN WITNESS WHEREOF, the undersigned president and secretary of said corporation have this day executed this certificate April 11, 1985 G & D, Inc. (Note 2)
By                    (Note 3) General Partner	By /s/ David M. Pollock (Note 3) President
	Attest:
General Partner	/s/  NORMAN J. WILSON Secretary

STATE OF COLORADO
                                              ss.
COUNTY OF DENVER

        Acknowledged before me this 11^th day of April, 1985, by David M. Pollock, President and Norman J. Wilson, Secretary of G & D, Inc.
(insert names of the officers, as signed above, titles and correct name of the corporation)

        In witness whereof I have hereunto set my hand and seal

My commission expires 1/3/88	/s/   BETH SPAWN Notary Public
	1225 17th Street, Suite 1800 Denver, CO 80202

Note 1:	Any assumed name used by any corporation shall contain one of the words "Corporation", "Incorporated", "Limited" or one of the abbreviations "Corp.", "Inc.", or "Ltd."
	Any assumed name used by any limited partnership shall contain one of the words "Limited Partnership", "Limited", or "Company" or one of the abbreviations "LP.", "Ltd.", or "Co."
Note 2:	Exact name of corporation or limited partnership making the statement.
Note 3:	Signature and title of officer signing (for the corporation, must be president or vice president; for a limited partnership, must be general partner)

SS: Form D-4 (Rev. 7/91)
Submit in Duplicate
Filing fee: $25.00
This document must be typewritten.
MAIL TO:
Secretary of State
Corporations Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2200
For office use only

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION

        Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to the Articles of Incorporation:

        FIRST: The name of the corporation is (note 1) G & D, Inc.

        SECOND: The following amendment to the Articles of Incorporation was adopted on September 9, 1986 as permitted by the Colorado Corporation Code, in the manner as marked with an X below:

o

Such amendment was adopted by the board of directors where no shares have been issued.

ý

Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

        The first paragraph of Article V of the Articles of Incorporation of G & D, Inc. shall be and is hereby amended to read as follows:

"The number of directors shall be fixed in accordance with the By-Laws of this Corporation. So long as the number of directors shall be less than three (3), no shares of this Corporation shall be issued and held of record by more shareholders than there are directors. Any shares issued in violation of this paragraph shall be null and void. This provision shall also constitute a restriction on the transfer of shares, and a legend shall be conspicuously placed on each certificate representing shares, preventing transfer of the shares to more shareholders than there are directors."

        The remainder of said Article shall remain unchanged and in full force and effect.

        THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: None

        FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendments, are as follows: No change

G & D, INC.		(Note 1)
By	/s/  DAVID POLLOCK David Pollock Its President
And	/s/  NORMAN J. WILSON	(Note 2)
	Norman J. Wilson Its Secretary
		(Note 3)
	Its Director

NOTES:	1.	Exact corporate name of corporation adopting the Articles of Amendments. (If this is a change of name amendment the name before this amendment is filed)
	2.	Signatures and titles of officers signing for the corporation.
	3.	Where no shares have been issued, signature of a director.

SS: Form D-4 (Rev. 7/91)
Submit in Duplicate
Filing fee: $25.00
This document must be typewritten.
MAIL TO:
Secretary of State
Corporations Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2200
For office use only

ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION

        Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to the Articles of Incorporation:

        FIRST: The name of the corporation is (note 1) G & D, Inc.

        SECOND: The following amendment to the Articles of Incorporation was adopted on December 15, 1992 as permitted by the Colorado Corporation Code, in the manner as marked with an X below:

o

Such amendment was adopted by the board of directors where no shares have been issued.

ý

Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

        See Exhibit "A" attached hereto and incorporated herein by reference.

        THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: No change

        FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendments, are as follows: No change

G & D, INC.		(Note 1)
By	/s/  DAVID POLLOCK David Pollock Its President
And	/s/  NORMAN J. WILSON	(Note 2)
	Norman J. Wilson Its Secretary
		(Note 3)
	Its Director

NOTES:	1.	Exact corporate name of corporation adopting the Articles of Amendments. (If this is a change of name amendment the name before this amendment is filed)
	2.	Signatures and titles of officers signing for the corporation.
	3.	Where no shares have been issued, signature of a director.

EXHIBIT "A"
TO THE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION'
OF G & D, INC.

        The first sentence of Article IV of the Articles of Incorporation of G & D, Inc. shall be and is hereby amended to read as follows:

"The total number of shares of capital stock which the corporation shall have authority to issue is Five Hundred Thousand (500,000) shares of common stock without par value."

        The remainder of Article IV and all of the other Articles and provisions of the Articles of Incorporation of G & D, Inc. shall remain unchanged and in full force and effect.

G & D, INC.
ARTICLES OF AMENDMENT

        G & D, INC., a Colorado corporation (hereinafter referred to as the "Corporation"), hereby certifies to the Secretary of State that:

        FIRST:    The Articles of Incorporation of the Corporation are hereby amended by deleting therefrom in its entirety Article IV and by substituting in lieu thereof the following new Article IV:

        A. The total number of shares of capital stock which the corporation is authorized to issue is twenty million (20,000,000) shares of Common Stock, of which two hundred thousand (200,000) shares are Class A Common Stock, and nineteen million eight hundred thousand (19,800,000) shares are Class B Common Stock.

        A description of each Class of Stock with its rights, voting powers, restrictions, limitations as to distributions, and qualifications is as follows:

        (1)   The Class A Common Stock and the Class B Common Stock shall be identical in all respects, except as otherwise specifically provided herein below.

        (2)   The holders of Class B Common Stock shall have no voting rights, powers or privileges for any purposes, and the holders of Class A Common stock, to the exclusion of the holders of Class B Common Stock, shall have all voting rights, power and privileges as stockholders of the corporation.

        (3)   Stock distributions payable in Class A Common Stock may be paid only to holders of Class A Common Stock; stock distributions payable in Class B Common Stock may be paid only to holders of Class B Common Stock.

        B. The preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, of the capital stock of the corporation are as follows:

        (1)    Dividends.    Dividends may be paid upon the common stock as and when declared by the Board of Directors out of funds of the corporation legally available therefor.

        (2)    Payment on Liquidation.    Upon any liquidation, dissolution or winding up of the corporation, and after payment or setting aside of an amount sufficient to provide for payment in full of all debts and liabilities of, and other claims again the corporation, the remaining net assets of the corporation shall be distributed pro rata to the holders of the common stock.

        (3)    Pre-emptive Rights.    No shareholder of this corporation shall, because of his ownership of stock, have a pre-emptive right to purchase, subscribe for, or take any part of any stock or any part of the notes, debentures, bonds or other securities convertible into, or carrying options or warrants to purchase stock of this corporation issued, optioned or sold by it after its incorporation. Any part of the common stock and any part of the notes, debentures, bonds or other securities convertible into, or carrying options or warrants to purchase stock of this corporation authorized by these Articles of Incorporation or any amendment thereto duly filed, may at any time be issued, optioned for sale and sold or disposed of by this corporation pursuant to resolution of its Board of Directors to such persons and upon such terms as may be such Board of Directors seem proper without first offering such stock or security or any part thereof to existing stockholders."

        SECOND:    By written informal action, unanimously taken by the Board of Directors of the Corporation on June 14, 1998, pursuant to and in accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business Corporation Act, the Board of Directors of the Corporation duly advised the foregoing amendments and by written informal action unanimously taken by the stockholders of the Corporation on June 15, 1998, in accordance with Sections 7-107-104 and 7-110-103 of the Colorado Business Corporation Act, the stockholders of the Corporation duly approved said amendments.

        THIRD:    At the time of the filing of these Articles of Amendment there are three (3) stockholders (Helen Pollock, Eric Pollock and George Archambault) and one hundred three

thousand one hundred eight-four (103,184) outstanding shares of the Common Stock of the Corporation. The manner and basis of implementing the recapitalization effected by these Articles of Amendment shall be as follows:

Upon acceptance and filing of these Articles of Amendment by the Secretary of State, all of the outstanding shares of Common Stock of the Corporation shall forthwith be surrendered in exchange for shares of Class A Common Stock of the Corporation and shares of Class B Common Stock of the Corporation as set forth below. The shares so surrendered shall be cancelled.

		Outstanding Shares	Class A	Class B
Helen Pollock		73,525	71,256	7,054,364
Eric Pollock		24,500	23,744	2,350,655
George Archambault		51,159	5,000	494,981
	Total	103,184	100,000	9,900,000

FOURTH: The number of votes cast for the amendments by each voting group entitled to vote separately on the amendments was sufficient for approval by that voting group. These Articles of Amendment were adopted on June 15, 1998.

        IN WITNESS WHEREOF, G & D, INC. has caused these presents to be signed in its name and on its behalf by its President.

G & D, INC.
By:	/s/  DAVID M. POLLOCK DAVID M. POLLOCK, President

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MUST BE TYPED
FILING FEE: $5.00
MUST SUBMIT TWO COPIES

Please include a typed
Self-addressed envelope Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2251
Fax (303) 894-2242 For office use only

STATEMENT OF CHANGE OF REGISTERED AGENT,
REGISTERED OFFICE, AND PRINCIPAL OFFICE

Pursuant to the provisions of the Colorado Corporation Code, THE Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of: Colorado

Submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:

FIRST:	The name of the corporation, limited partnership or limited liability company is: G & D, Inc.
SECOND:	Street address of current REGISTERED OFFICE is: none                                                                        (Include City, State, Zip) and if changed, the new street address is: none                                                                   (Include City, State, Zip)
THIRD:	The name of its current REGISTERED AGENT is: none
	And if changed, the new registered agent is: Steven Hewson
	Signature of New Registered Agent /s/ Steven R. Hewson
	Principal place of business 5000 Independence Street, Arvada, Colorado 80002                                                                  (City, State, Zip)
The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
FOURTH:	The principal office of the corporation has changed from 6666 Stapleton Drive S., Denver, Colorado 80216 to 5000 Independence Street, Arvada, Colorado 80002.

G & D, INC.
By:	/s/  ERIC POLLOCK Name: Eric M. Pollock Title: President and Chief Executive Officer

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Exhibit 3.51

ARTICLES OF INCORPORATION OF G & D, INC.
ARTICLE I Name
ARTICLE II Term of Existence
ARTICLE III Objects, Purposes and Powers
ARTICLE IV Capital Stock
ARTICLE V Directors and Officers
ARTICLE VI Registered Office
ARTICLE VII Shareholders' Meetings
ARTICLE VIII Rights of Directors and Officers To Contract with Corporation
ARTICLE IX Restrictions on Common Stock
ARTICLE X By-Laws
ARTICLE XI Incorporators
ARTICLE XII Amendments
CERTIFICATE OF ASSUMED OR TRADE NAME
ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION
EXHIBIT "A" TO THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION' OF G & D, INC.
G & D, INC. ARTICLES OF AMENDMENT
STATEMENT OF CHANGE OF REGISTERED AGENT, REGISTERED OFFICE, AND PRINCIPAL OFFICE

EX-3.52

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Exhibit 3.52

RECORD OF PROCEEDINGS

BY-LAWS
OF
G & D. INC.

ARTICLE I
Office

        The company shall maintain a principal office in the State of Colorado as required by law. The company may also have offices in such other places either within or without the State of Colorado as the Board of Directors may from time to time designate or as the business of the company may require.

ARTICLE II
Seal

        The corporate seal of the company shall consist of the words "G & D. INC.—COLORADO" encircling the word "SEAL," an impression of which is hereto affixed.

ARTICLE III
Meetings of Stockholders

        Section 1.    Meetings of the stockholders of the company shall be held at such place either within or without the State of Colorado as may from time to time be designated by the Board of Directors and stated in the notice of meeting.

        Section 2.    Commencing in 1977, an annual meeting of stockholders of the company shall be held in each year on the second Tuesday in September (or if that be a legal holiday, then on the next business day) between the hours of 9:00 a.m. and 4:00 p.m. for the election of directors and for the transaction of such other business as may be brought before the meeting, provided that the directors then in office shall have the right to set such meeting at any other date by majority vote; and provided, further, that upon the failure of the stockholders to hold the annual meeting as above provided, the directors then in office shall remain in office until the election of their successors; and provided, further, that failure to hold the annual meeting of the stockholders at the designated time shall not work a dissolution of the corporation. In the event the Board of Directors fails to call the annual meeting at the designated time or within 60 days thereafter, stockholders owning at least 252 of the outstanding stock entitled to vote at the meeting may, by written notice delivered by registered or certified mail, and directed to any officer of the corporation, demand that if such an annual meeting is not called within 60 days following the mailing of such demand, any stockholder shall have the right to compel the holding of such annual meeting by legal action in any court of competent jurisdiction and, additionally, if such annual meeting be not held as herein prescribed, then an election of directors may be held at any meeting of stockholders thereafter called pursuant to these By-Laws.

        Section 3.    Special meetings of the stockholders may be called on the order of the President or of a majority of the Board of Directors, or by the holders of not less than 25% of all of the shares entitled to vote at the meeting.

        Section 4.    Written notice of all meetings of the stockholders shall be mailed to or delivered to each stockholder not less than ten days, nor more than fifty days, prior to the meeting, provided, however, that if the authorized shares of the corporation are proposed co be increased, at least thirty days' notice shall be given prior to such meeting. Notice of any special meeting shall state in general terms the purposes for which the meeting is to be held.

        Section 5.    The holders of a majority of the issued and outstanding shares of the capital stock of the company entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders except as may otherwise be provided by law, by the Articles of Incorporation, or by these By-Laws; but, if there be less than a quorum, the holders of a majority of the stock so present or represented may adjourn the meeting from time to time.

        Section 6.    At all meetings of the stockholders every registered owner of shares entitled to vote may vote in person or by proxy and shall have one vote for each such share standing in his name on the books of the company. The Board of Directors, or, if the Board shall not have made the appointment, the Chairman presiding at any meeting of stockholders, shall have power to appoint one or more persons to act as inspectors or tellers, to receive, canvass, and report the votes cast by the stockholders at such meeting; but no candidate for the office of director shall be appointed as inspector or teller at any meeting for the election of directors.

        Section 7.    The President or, in his absence, a Vice President, shall preside at all meetings of the stockholders; and, in the absence of the President and Vice President, the Board of Directors may appoint any stockholder to act as Chairman of the meeting.

        Section 8.    The Secretary of the company shall act as secretary of all meetings of the stockholders; and, in his absence, the Chairman may appoint any person to ace as secretary of the meeting.

ARTICLE IV
Board of Directors

        Section 1.    The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

        Section 2.    The Board of Directors shall consist of three in number. From time to time, the number of directors may be changed by amendment of this Section of Article IV of the By-Laws, subject to the provision that the Board shall consist of not less than three. Such directors shall be elected at the annual meeting of stockholders as provided in Article III of these By-Laws and directors so elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders nor residents of the State of Colorado.

        Section 3.    Whenever any vacancy shall occur in the Board of Directors, by reason of death, resignation or increase in the number of directors or otherwise, it may be filled by a majority of the remaining directors, though less than a quorum, for the balance of the term.

        Section 4.    The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Colorado.

        Section 5.    The annual meeting of the Board of Directors, of which no notice shall be necessary, shall be held immediately following the annual meeting of the stockholders or immediately following any adjournment thereof for the purpose of the organization of the Board and the election or appointment of officers for the ensuing year and for the transaction of such other business as may conveniently and properly be brought before such meeting.

        Section 6.    Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2

        Section 7.    Special meetings of the Board may be called by the President on three days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors.

        Section 8.    At meetings of the Board of Directors, the Chairman of the Board, the President, or a designated Vice President shall preside. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every director shall be present, even though without any notice, any business may be transacted.

        Section 9.    The directors shall receive such compensation for their services as directors and as members of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the company for ordinary and reasonable expenses incurred in the performance of their duties.

        Section 10.    Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the stockholders or Board of Directors, or of any committee thereof, may be taken without a meeting, if all stockholders or members of the Board or Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the stockholders, Board or Committee.

ARTICLE V
Committees

        Section 1.    The Board of Directors may appoint from among its members an Executive Committee of not less than two or more than seven members, one of whom shall be the President, and shall designate one of such members as Chairman. The Board may also designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to stockholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings.

        Section 2.    The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors.

        Section 3.    A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors; provided that no rights or acts of third parties shall be affected by any such revision or alteration.

ARTICLE VI
Officers

        Section 1.    The Board of Directors may elect from its own number a Chairman of the Board and shall elect a President and such Vice Presidents, or Executive Vice Presidents, as in the opinion of the Board the business of the company requires, a Treasurer and a Secretary. It may elect from time to time such additional officers as in its opinion are desirable for the conduct of the business of the company. Any number of offices may be held by the same person except that of President and Secretary; and except for the Chairman of the Board, no other officer need be a director.

3

        Section 2.    In its discretion, the Board of Directors, by the vote of a majority of the whole Board, may leave unfilled for any such period as it may fix by resolution any office except those of President, Treasurer and Secretary. Any officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. Any officer, agent, or employee, other than officers appointed by the Board of Directors, shall hold office at the discretion of the officer appointing them.

        Section 3.    The Chairman of the Board of Directors, if elected, or failing his election, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-Laws.

        Section 4.    The President shall be the chief executive and administrative officer of the company. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business, and affairs of the company and over its several officers. He may appoint officers, agents, or employees, other than those appointed by the Board of Directors. He may sign, execute and deliver in the name of the company powers of attorney, contracts, bonds and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-Laws.

        Section 5.    The Executive Vice President shall possess the power and may perform the duties of the President in his absence or disability and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

        Section 6.    The Vice Presidents shall have such powers and perform such duties as may be assigned to then by the Board of Directors or the President. In the absence or disability of the President and the Executive Vice President, the Vice President designated by the Board or the President shall perform the duties and exercise the powers of the President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties.

        Section 7.    The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President or the directors or the stockholders upon whose requisition the meeting is called, as provided in these By-Laws. He shall record all proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors, or the President or any Executive Vice President, and attest the same. He shall perform all acts incident to the office of Secretary, subject to the control of the Board of Directors.

        Section 8.    The Board of Directors, or the Executive Committee, may appoint one or more Assistant Secretaries, each of whom shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the Executive Committee.

        Section 9.    The Treasurer shall perform such duties as may be assigned to him by the Board of Directors.

        Section 10.    In case any office shall become vacant, the Board of Directors shall have power to fill such vacancies. In case of the absence or disability of any officer, the Board of Directors may delegate the powers or duties of any officer to another officer or a director for the time being.

        Section 11.    Any officer may be removed, with or without cause, at any time by the Board of Directors then in office.

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ARTICLE VII
Capital Stock

        Section 1.    Certificates for stock of the company shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If certificates are signed by a Transfer Agent, acting in behalf of the company, and a Registrar, the signatures of the officers of the company may be facsimile.

        Section 2.    The Board of Directors shall have power to appoint one or more Transfer Agents and Registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such Transfer Agents and Registrars.

        Section 3.    Shares of capital stock of the company shall be transferable on the books of the company only by the holder of record thereof, in person or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares.

        Section 4.    In case any certificate for the capital stock of the company shall be lost, stolen, or destroyed, the company may require such proof of the fact and such indemnity to be given to it and to its Transfer Agent and Registrar, if any, as shall be deemed necessary or advisable by it.

        Section 5.    The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

        Section 6.    The Board of Directors shall have power to close the stock transfer books of the company for a period of not less than ten (10) nor more than fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect; provided, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not less than ten (10) nor more than fifty (50) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividends, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, or allotment of rights, or exercise such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the company after any such record date fixed as herein provided.

ARTICLE VIII
General Provisions

        Section 1.    Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

        Section 2.    Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve or reserves to meet contingencies, or for equalizing

5

dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

        Section 3.    The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

        Section 4.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 5.    The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE IX
Resignations

        Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

ARTICLE X
Salaries

        The officers of the company shall receive such salaries as the Board of Directors shall from time to time direct. Any payments made to an officer or director of the corporation such as a salary, commission, reimbursement or expense, or otherwise, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. In lieu of payment by the officer or director as aforesaid, and subject to the termination of the directors, proportionate amount may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE XI
Amendment

        The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors unless reserved to the shareholders by the Articles of Incorporation. However, all notices, or waivers of notice of a meeting of the Board, or of the stockholders, in the event such power is reserved to the stockholders, shall include a statement of any proposed action with reference to the alteration, repeal, or amendment of any By-Laws.

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AMENDMENT TO THE BYLAWS

OF

G & D, INC. dba STAR GUIDE CORPORATION

November 30, 2001

        WHEREAS, pursuant to Article XI of the Bylaws of G & D, Inc. dba Star Guide Corporation, a Colorado corporation (the "Corporation"), a Unanimous Written consent was adopted by the board of directors (the "Board of Directors") of the Corporation on January 12, 2000 amending Article IV, Section 2 of the Corporation's Bylaws to increase the size of the Board of Directors to six;

        WHEREAS, pursuant to the authority granted by Article XI, a Unanimous Written Consent was adopted by the Board of Directors of the Corporation on November 30, 2001 amending Article IV, Section 2 to decrease the size of the Board of Directors to three;

        NOW THEREFORE, the first sentence to Article VI, Section 2 of the Bylaws is amended to read as follows:

        "The Board of Directors shall consist of three in number."

The reminder of this Article IV, Section 2, shall remain the same as the original Bylaws.

* * *

        IN WITNESS WHEREOF, the foregoing Amendment to the Bylaws was adopted by the Board of Directors effective as of November 30, 2001.

/s/  STEVEN D. NEUMANN Steven D. Neumann, Secretary

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Exhibit 3.52

RECORD OF PROCEEDINGS

EX-4.1

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Exhibit 4.1

MEDICAL DEVICE MANUFACTURING, INC.
(as Issuer)

10% Senior Subordinated Notes due 2012

INDENTURE

Dated as of June 30, 2004

U.S. BANK NATIONAL ASSOCIATION
(as Trustee)

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			2
	SECTION 1.1	Definitions	2
	SECTION 1.2	Other Definitions	25
	SECTION 1.3	Incorporation by Reference of Trust Indenture Act	26
	SECTION 1.4	Rules of Construction	26
ARTICLE II THE NOTES			27
	SECTION 2.1	Form and Dating	27
	SECTION 2.2	Execution and Authentication	27
	SECTION 2.3	Registrar, Paying Agent and Depositary	28
	SECTION 2.4	Paying Agent to Hold Money in Trust	28
	SECTION 2.5	Holder Lists	28
	SECTION 2.6	Transfer and Exchange	28
	SECTION 2.7	Replacement Notes	38
	SECTION 2.8	Outstanding Notes	39
	SECTION 2.9	Treasury Notes	39
	SECTION 2.10	Temporary Notes	39
	SECTION 2.11	Cancellation	39
	SECTION 2.12	Defaulted Interest	39
	SECTION 2.13	CUSIP Numbers	40
	SECTION 2.14	Issuance of Additional Notes	40
ARTICLE III REDEMPTION			41
	SECTION 3.1	Notices to Trustee	41
	SECTION 3.2	Selection of Notes to Be Redeemed	41
	SECTION 3.3	Notice of Redemption	41
	SECTION 3.4	Effect of Notice of Redemption	42
	SECTION 3.5	Deposit of Redemption Price	42
	SECTION 3.6	Notes Redeemed in Part	42
	SECTION 3.7	Optional Redemption	42
ARTICLE IV COVENANTS			43
	SECTION 4.1	Payment of Notes	43
	SECTION 4.2	Maintenance of Office or Agency	43
	SECTION 4.3	Commission Reports and Reports to Holders	44
	SECTION 4.4	Compliance Certificate	44
	SECTION 4.5	Taxes	45
	SECTION 4.6	Stay, Extension and Usury Laws	45
	SECTION 4.7	Limitation on Incurrence Of Additional Indebtedness and disqualified capital stock	45
	SECTION 4.8	Limitation on Liens Securing Indebtedness	47
	SECTION 4.9	Limitation on Restricted Payments	47
	SECTION 4.10	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries	50
	SECTION 4.11	Limitation on Transactions with Affiliates	51
	SECTION 4.12	Limitation on Sale Of Assets And Subsidiary Stock	52

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	SECTION 4.13	Repurchase of Notes At The Option Of The Holder upon a Change of Control	54
	SECTION 4.14	Subsidiary Guarantors	56
	SECTION 4.15	Limitation On Status As Investment Company	56
	SECTION 4.16	Maintenance of Properties and Insurance	56
	SECTION 4.17	Corporate Existence	57
	SECTION 4.18	Limitation on Layering Indebtedness	57
ARTICLE V SUCCESSORS			57
	SECTION 5.1	Merger, Consolidation or Sale of Assets	57
	SECTION 5.2	Successor Corporation Substituted	58
ARTICLE VI DEFAULTS AND REMEDIES			58
	SECTION 6.1	Events of Default	58
	SECTION 6.2	Acceleration	59
	SECTION 6.3	Other Remedies	60
	SECTION 6.4	Waiver of Past Defaults	60
	SECTION 6.5	Control by Majority	60
	SECTION 6.6	Limitation on Suits	61
	SECTION 6.7	Rights of Holders of Notes to Receive Payment	61
	SECTION 6.8	Collection Suit by Trustee	61
	SECTION 6.9	Trustee May File Proofs of Claim	61
	SECTION 6.10	Priorities	62
	SECTION 6.11	Undertaking for Costs	62
ARTICLE VII TRUSTEE			62
	SECTION 7.1	Duties of Trustee	62
	SECTION 7.2	Rights of Trustee	63
	SECTION 7.3	Individual Rights of Trustee	64
	SECTION 7.4	Trustee's Disclaimer	64
	SECTION 7.5	Notice of Defaults	64
	SECTION 7.6	Reports by Trustee to Holders of the Notes	64
	SECTION 7.7	Compensation and Indemnity	65
	SECTION 7.8	Replacement of Trustee	65
	SECTION 7.9	Successor Trustee by Merger, etc.	66
	SECTION 7.10	Eligibility; Disqualification	66
	SECTION 7.11	Preferential Collection of Claims Against Company	67
ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE			67
	SECTION 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	67
	SECTION 8.2	Legal Defeasance and Discharge	67
	SECTION 8.3	Covenant Defeasance	67
	SECTION 8.4	Conditions to Legal or Covenant Defeasance	68
	SECTION 8.5	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	69
	SECTION 8.6	Repayment to Company	69
	SECTION 8.7	Reinstatement	70
	SECTION 8.8	SATISFACTION AND DISCHARGE	70

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ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER			71
	SECTION 9.1	Without Consent of Holders of Notes	71
	SECTION 9.2	With Consent of Holders of Notes	71
	SECTION 9.3	Compliance with Trust Indenture Act	73
	SECTION 9.4	Revocation and Effect of Consents	73
	SECTION 9.5	Notation on or Exchange of Notes	73
	SECTION 9.6	Trustee to Sign Amendments, etc.	73
ARTICLE X GUARANTEES			74
	SECTION 10.1	Guarantees	74
	SECTION 10.2	Execution and Delivery of Guarantees	75
	SECTION 10.3	Guarantors May Consolidate, etc., on Certain Terms	75
	SECTION 10.4	Release of Guarantors	76
	SECTION 10.5	Limitation of Guarantor's Liability; certain bankruptcy events	77
	SECTION 10.6	Application of Certain Terms and Provisions to the Guarantors	77
	SECTION 10.7	Subordination of guarantees	78
ARTICLE XI SUBORDINATION			78
	SECTION 11.1	Notes Subordinated to Senior Indebtedness	78
	SECTION 11.2	No Payment on Notes in Certain Circumstances	78
	SECTION 11.3	Notes Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization	79
	SECTION 11.4	Holders to Be Subrogated to Rights of Holders of Senior Indebtedness	80
	SECTION 11.5	Relative Rights	80
	SECTION 11.6	Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.	80
	SECTION 11.7	Application by Trustee of Assets Deposited with it	81
	SECTION 11.8	Subordination Rights Not Impaired by Acts or Omissions of the Company, the Guarantors or Holders of Senior Indebtedness	81
	SECTION 11.9	Holders Authorize Trustee to Effectuate Subordination of Notes.	81
	SECTION 11.10	Right of Trustee to Hold Senior Indebtedness	82
	SECTION 11.11	Article XI Not to Prevent Events of Default	82
	SECTION 11.12	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	82
ARTICLE XII MISCELLANEOUS			83
	SECTION 12.1	Trust Indenture Act Controls	83
	SECTION 12.2	Notices	83
	SECTION 12.3	Communication by Holders of Notes with Other Holders of Notes	84
	SECTION 12.4	Certificate and Opinion as to Conditions Precedent	84
	SECTION 12.5	Statements Required in Certificate or Opinion	84
	SECTION 12.6	Rules by Trustee and Agents	84
	SECTION 12.7	No Personal Liability of Directors, Officers, Employees and Stockholders	84
	SECTION 12.8	Governing Law	85
	SECTION 12.9	No Adverse Interpretation of Other Agreements	85
	SECTION 12.10	Successors	85
	SECTION 12.11	Severability	85
	SECTION 12.12	Counterpart Originals	85
	SECTION 12.13	Table of Contents, Headings, Etc.	85

iii

CROSS-REFERENCE TABLE*

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.5
	(b)	12.3
	(c)	12.3
313	(a)	7.6
	(b)(1)	N.A.
	(b)(2)	7.6; 7.7
	(c)	7.5; 7.6; 12.2
	(d)	7.6
314	(a)	12.2; 12.5
	(b)	N.A.
	(c)(1)	12.4
	(c)(2)	12.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	12.5
	(f)	N.A.
315	(a)	7.1(b	)
	(b)	7.5; 12.2
	(c)	7.1(a	)
	(d)	7.1(c	)
	(e)	6.11
316	(a)(last sentence)	2.9
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	2.12
317	(a)(1)	6.8
	(a)(2)	6.9
	(b)	2.4
318	(a)	11.1
	(c)	11.1

N.A. means not applicable

*

This Cross-Reference table shall not, for any purpose, be deemed to be part of this Indenture.

1

        INDENTURE, dated as of June 30, 2004, by and among Medical Device Manufacturing, Inc., a Colorado corporation (the "Company") the Guarantors party hereto and U.S. Bank National Association, as trustee (including any successors thereto, the "Trustee").

        Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 10% Series A Senior Subordinated Notes due 2012 (the "Series A Notes") and the 10% Series B Senior Subordinated Notes due 2012 (the "Series B Notes" and, together with the Series A Notes, the "Notes"):

ARTICLE I
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.1 Definitions

"144A Global Note" means one or more Global Notes bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

        "Accrued Bankruptcy Interest" means, with respect to any Indebtedness, all interest accruing thereon after the filing of a petition by or against the Company or any of its Subsidiaries under any Bankruptcy Law, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under such Bankruptcy Law.

"Acquired Indebtedness" means Indebtedness (including Disqualified Capital Stock) of any Person existing at the time such Person becomes a Subsidiary of the Company, including by designation, or is merged or consolidated into or with the Company or one of its Subsidiaries.

"Acquisition" means the purchase or other acquisition of any Person or assets that would constitute a "business" within the meaning of Rule 3-05 of Regulation S-X under the Securities Act, as in effect on the Issue Date, whether by purchase, merger, consolidation, or otherwise, and whether or not for consideration.

"Additional Notes" means additional Notes which may be issued after the Issue Date pursuant to this Indenture (other than pursuant to an Exchange Offer or otherwise in exchange for or in replacement of outstanding Notes). All references herein to "Notes" shall be deemed to include Additional Notes except as stated otherwise.

"Affiliate" means any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For purposes of this definition, the term "control" means the power to direct the management and policies of a Person, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise; provided, that with respect to ownership interest in the Company and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable (other than any such Beneficial Owner eligible to report ownership on Schedule 13F or Schedule 13G (or any similar successor forms under the Exchange Act rules and regulations)) shall for such purposes be deemed to possess control. Notwithstanding the foregoing, the term "Affiliate" shall not include Subsidiaries.

"Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent.

"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange at the relevant time.

2

"Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing (1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or mandatory redemption) payment of such security or instrument and (b) the amount of each such respective principal (or mandatory redemption) payment by (2) the sum of all such principal (or mandatory redemption) payments.

"Bankruptcy Code" means the United States Bankruptcy Code, codified at 11 U.S.C. §101-1330, as amended.

"Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal, state or foreign law for the relief of debtors.

"Beneficial Owner" or "beneficial owner" for purposes of the definition of Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable.

"Board of Directors" means, with respect to any Person, (1) such Person's board of directors or (2) any committee of the board of directors authorized, with respect to any particular matter, to exercise the power of the board of directors.

"Broker-Dealer" means any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

        "Capital Contribution" means any contribution to the equity of the Company from a direct or indirect Parent Entity for which no consideration is given (other than the issuance of Qualified Capital Stock).

"Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalent" means:

        (1)   securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof);

3

        (2)   demand deposits, time deposits and certificates of deposit and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $300,000,000;

        (3)   commercial paper issued by others rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's;

        (4)   repurchase obligations having terms not more than seven days, with institutions meeting the criteria set forth in clause (2) above, for direct obligations issued by or fully guaranteed by the United States of America (provided, that the full faith and credit of the United States of America is pledged in support thereof), having, on the date of purchase thereof, a fair market value of at least 100% of the amount of repurchase obligations;

        (5)   with respect to Investments by any Foreign Subsidiary, any demand deposit account;

        (6)   direct investments in tax exempt obligations of any state of the United States of America, or any municipality of any such state, in each case rated "AA" or better by S&P, "Aa2" or better by Moody's or an equivalent rating by any other credit rating agency of recognized national standing, provided that such obligations mature within six months from the date of acquisition thereof; or

        (7)   investments in money markets or mutual funds, 95% of more of the assets of which are invested in obligations of the types described in clauses (1) - (6) above,

        and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition.

"Change of Control" means (a) Parent ceases to beneficially own, in the aggregate, a majority of the voting power of the Voting Equity Interests of the Company, (b) prior to consummation of the first Public Equity Offering after the Issue Date, the Permitted Holders shall cease to beneficially own, in the aggregate, voting power of Parent equal to more than 50% of the voting power held by the Permitted Holders on the date the MedSource Acquisition is consummated, (c) following the consummation of the first Public Equity Offering after the Issue Date, (1) any merger or consolidation of the Company with or into any Person or any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the Company's assets, on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any "person" (including any group that is deemed to be a "person") (other than Parent, Parent's controlled Affiliates and/or the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of the transferee(s) or surviving entity or entities and Parent, Parent's controlled Affiliates and/or the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power than such person, (2) any merger or consolidation of Parent with or into any Person, if, immediately after giving effect to such merger or consolidation, any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of Parent or surviving entity and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power of Parent than such person, (3) any "person" (including any group that is deemed to be a "person") (other than the Permitted Holders) is or becomes the beneficial owner of more than 50% of the aggregate voting power of the Voting Equity Interests of Parent and the Permitted Holders, in the aggregate, beneficially own, directly or indirectly, less voting power of Parent than such person, (4) the Continuing Directors of Parent cease for any reason to constitute a majority of the Board of Directors of Parent then in office, or (d) the Company adopts a plan of liquidation. As used in this definition, "person" (including any group that is deemed to be a "person") has the meaning given by Sections 13(d) of the Exchange Act, whether or not applicable. The phrase "all or substantially all" of the Company's assets will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. As a result, there may be a

4

degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" of the Company's assets has occurred.

"Clearstream" means Clearstream Banking Luxembourg, or its successors.

        "Commission" means the Securities and Exchange Commission.

"Consolidated Coverage Ratio" of any Person on any date of determination (the "Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate amount of Consolidated EBITDA of such Person attributable to continuing operations and businesses (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person (exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period; provided, that for purposes of such calculation:

        (1)   Acquisitions which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of the Reference Period;

        (2)   transactions giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period;

        (3)   the incurrence of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness), other than Indebtedness incurred under any revolving credit facility, shall be assumed to have occurred on the first day of the Reference Period;

        (4)   if since the beginning of such period the Company or any Guarantor has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness (each a "Discharge") or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been or will be permanently repaid), Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the net proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period;

        (5)   in the case of an incurrence, at any time during or after the Reference Period, of Indebtedness (including any Disqualified Capital Stock) with a floating interest or dividend rate shall be computed on a pro forma basis as if the rate applicable at the Transaction Date had been in effect from the beginning of the Reference Period to the Transaction Date, unless such Person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation that has the effect of fixing the interest rate or dividend rate on the date of computation, in which case such rate shall be used;

        (6)   for any Reference Period that includes any fiscal quarter ending on or prior to December 31, 2007, in calculating the Company's Consolidated EBITDA, there shall be excluded therefrom the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) relating to any facilities, assets or business of the Company and its Subsidiaries and MedSource and its Subsidiaries existing on the date the MedSource Acquisition is consummated that were deducted in such period in computing the Company's Consolidated Net Income during such Reference Period; provided that the amount of such charges or reserves excluded pursuant to this clause (6) shall not

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exceed $15,000,000 in the aggregate from and after the date the MedSource Acquisition is consummated; and

        (7)   for any Reference Period that includes any fiscal quarter ending on or after June 30, 2003 and on or prior to September 30, 2004, in calculating the Company's Consolidated EBITDA, there shall be excluded therefrom the amount of any charges or expenses that were added to "EBITDA" in connection with the calculation of "Adjusted EBITDA" in the Offering Circular and for the fiscal quarters ended June 30, 2004 and September 30, 2004, up to $1,500,000 of such charges or expenses (or similar charges or expenses) incurred by MedSource during such quarter, in each case that were deducted in such period in computing the Company's or MedSource's, as applicable, Consolidated Net Income during such Reference Period.

"Consolidated EBITDA" means, with respect to any Person, for any period, the Consolidated Net Income of such Person for such period adjusted (A) to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of:

        (1)   Consolidated income tax expense and any payments made to a Parent Entity pursuant to clause (k) of Section 4.9 hereof;

        (2)   Consolidated depreciation and amortization expense;

        (3)   Consolidated Fixed Charges;

        (4)   any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Guarantor owing to the Company or any Guarantor;

        (5)   without duplication, any other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period;

        (6)   any reasonable expenses or charges related to any equity offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture that was not consummated and, in each case, deducted during such Reference Period in computing Consolidated Net Income; and

        (7)   the amount of any expense relating to any minority interests of any Guarantors; and

        (B)  to exclude (i) non-cash items increasing Consolidated Net Income of such Person for such period, excluding revenues accrued in the ordinary course of business and any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, and (ii) the amount of all cash payments made by such Person or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated EBITDA for such period or any prior period (excluding payments in respect of Interest Swap and Hedging Obligations); provided, that, except as already included in the calculation of Consolidated Net Income, consolidated income tax expense and depreciation and amortization of a Subsidiary that is not a Wholly Owned Subsidiary shall only be added to the extent of the Equity Interest of the Company in such Subsidiary.

"Consolidated Fixed Charges" of any Person means, for any period, the aggregate amount (without duplication and determined in each case in accordance with GAAP) of:

        (a)   interest expensed or capitalized, paid on, or accrued (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, in each case to the extent attributable to such period, including (1) original issue discount and non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Interest Swap and

6

Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities" and amortization of costs for the issuance of Indebtedness) or accruals on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances and letters of credit financings and Interest Swap and Hedging Obligations (excluding, for the avoidance of doubt, amounts due upon settlement of any such Interest Swap and Hedging Obligations);

        (b)   the amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by Subsidiaries of such Person to such Person or such Person's Wholly Owned Subsidiaries and other than those paid solely in Equity Interests other than Disqualified Capital Stock); and

        (c)   the amount of dividends accrued or payable in respect of any Disqualified Capital Stock of such Person and its Subsidiaries (other than those paid solely in Equity Interests other than Disqualified Capital Stock).

        For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) without duplication, interest expense attributable to any Indebtedness represented by the guaranty by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

"Consolidated Net Income" means, with respect to any Person for any period, the net income (or loss) of such Person and its Consolidated Subsidiaries (before preferred stock dividends and otherwise determined on a consolidated basis in accordance with GAAP) for such period, minus an amount equal to any payments made (x) to a Parent Entity pursuant to clause (k) and (y) to a Parent Entity pursuant to clause (1), in each case, of Section 4.9 during such period, to the extent the expenses of such Parent Entity paid with the proceeds of such dividend would not otherwise reduce Consolidated Net Income, and adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication):

        (a)   all after-tax gains and losses which are either extraordinary (as determined in accordance with GAAP) or are unusual;

        (b)   the net income, if positive, of any Person, other than a Consolidated Subsidiary, in which such Person or any of its Consolidated Subsidiaries has an interest, except to the extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such Person's pro rata share of such Person's net income for such period;

        (c)   the net income, if positive, of any of such Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Consolidated Subsidiary;

        (d)   the cumulative effect of a change in accounting principles;

        (e)   any non-cash compensation charges or other non-cash expenses or charges arising from the grant, issuance, vesting or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change in any such stock, stock options or other equity-based awards;

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        (f)    the amount of any non-cash charges or expenses relating to any restructuring deducted in such period in computing the net income (or loss) of the Company, except to the extent that such charges or reserves relate to a reserve or other item that is expected to be paid in cash at a later date;

        (g)   all unrealized gains and losses attributable to the movement in the mark to market valuation of Interest Swap and Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities"; and

        (h)   any impairment charges taken in accordance with Financial Accounting Standards Board Statement No. 142.

"Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which are Consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

"Consolidation" means, with respect to the Company, the consolidation of the accounts of the Subsidiaries with those of the Company, all in accordance with GAAP; provided, that "Consolidation" will not include the consolidation of the accounts of any Unrestricted Subsidiary with the accounts of the Company. The term "consolidated" has a correlative meaning to the foregoing.

"Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee may give notice to the Company.

        "Continuing Director" means during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of the assets of the Company or any Parent Entity, if such agreement was approved by a vote of such majority of directors); provided, that, for purposes hereof, committees of Parent referred to in clause (2) of the definition of "Board of Directors" shall not be considered in determining the Continuing Directors of Parent.

"Credit Facilities" means each of the (1) the Existing Credit Agreement and (2) the New Credit Agreement, in each case, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced, refinanced (in whole or in part) or otherwise modified from time to time by one or more agreements, facilities, instruments or debt securities (including, without limitation, debt securities sold into the capital markets) whether or not with the same agent, trustee, representative lenders or holders and whether or not previously repaid in full or in part for any period of time, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in the terms and conditions thereof. The term "Credit Facilities" shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or other modification to the Existing Credit Agreement, the New Credit Agreement and all refundings, refinancings and replacements of any credit facilities, including any agreements, facilities, instruments or debt securities:

        (1)   extending the maturity of any Indebtedness incurred thereunder or contemplated thereby;

        (2)   adding or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Company and its Subsidiaries and their respective successors and assigns;

8

        (3)   increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the date such Indebtedness is incurred it would not be prohibited by Section 4.7 hereof; or

        (4)   otherwise altering the terms and conditions thereof in a manner not prohibited by the terms of this Indenture.

        Without limiting the generality of the foregoing, the term "Credit Facilities" shall include agreements in respect of Interest Swap and Hedging Obligations with Persons which, at the time such agreements were entered into, were lenders (or Affiliates thereof) party to any of the Credit Facilities.

"Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Definitive Note" means one or more certificated Notes registered in the name of the Holder thereof and issued in accordance with Section 2.6 hereof, in the form of Exhibit A hereto except that such Note shall not include the information called for by footnotes 3, 4, 6 and 9 thereof.

"Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor will have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" will mean or include such successor.

        "Designated Senior Indebtedness" means (A) so long as any Indebtedness is outstanding under the Credit Facilities, the Credit Facilities and (B) at any time at which no Indebtedness is outstanding under the Credit Facilities, any series of Senior Indebtedness with at least $25,000,000 principal amount outstanding.

"Disqualified Capital Stock" means with respect to any Person, (a) Equity Interests of such Person that, by its terms or by the terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased including at the option of the holder thereof by such Person or any of its Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Notes and (b) any Equity Interests of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no redemption or repayment provisions. Notwithstanding the foregoing, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Company may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Company's purchase of the Notes as are required to be purchased pursuant to the provisions of Section 4.13 hereof.

"Distribution Compliance Period" means the 40-day distribution compliance period as defined in Regulation S.

"Equity Interests" means Capital Stock or partnership, participation or membership interests and all warrants, options or other rights to acquire Capital Stock or partnership, participation or membership interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock or partnership, participation or membership interests).

"Euroclear" means Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear system.

"Event of Loss" means, with respect to any property or asset, any (1) loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of

9

eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

"Exchange Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission thereunder.

"Exchange Notes" means the Series B Notes issued in the Exchange Offer pursuant to Section 2.6(f) hereof.

"Exchange Offer" shall mean the Registered Exchange Offer as defined in the Registration Rights Agreement.

"Exchange Offer Registration Statement" shall have the meaning set forth in the Registration Rights Agreement.

        "Exempted Affiliate Transaction" means (a) customary employee compensation arrangements approved by a majority of independent (as to such transactions) members of the Board of Directors and reasonable and customary directors fees, indemnification and similar arrangements and payments pursuant thereto, (b) transactions solely between or among the Company and any of its Subsidiaries or solely among Subsidiaries of the Company, (c) any payments made in connection with the Transactions, substantially as described in the Offering Circular, (d) payment of any Restricted Payment or any Investment in an Unrestricted Subsidiary, in each case, not prohibited by this Indenture, (e) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith, (f) any agreement as in effect as of the Issue Date or the date the MedSource Acquisition is consummated that was disclosed in the Offering Circular or any payment or transaction contemplated thereby, (g) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, (h) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person, (i) any issuance of Equity Interests (other than Disqualified Capital Stock) of the Company to Affiliates of the Company or any Capital Contribution by Affiliates of the Company, (j) the provision of administrative services, to any Unrestricted Subsidiary on substantially the same terms provided to Subsidiaries, (k) payment of any Tax Payments that are not prohibited by this Indenture, (l) transactions effected as part of a Qualified Securitization Transaction, and (m) payments of customary fees by the Company or any of its Subsidiaries to, and customary transactions with, Affiliates of DLJ Merchant Banking III, Inc. made for, or in connection with, any financial advisory, underwriting, placement services or in respect of other investment banking or commercial banking activities, including, without limitation, in connection with acquisitions or divestitures that are approved by a majority of the members of the Company's Board of Directors in good faith.

"Existing Credit Agreement" means the Credit Agreement, dated as of May 31, 2000, by and among the Company, Bank of America, N.A., as administrative agent and the lenders and other agents party thereto, as amended through the Issue Date.

"Existing Indebtedness" means the Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Facilities) in existence at the closing of the MedSource Acquisition (after giving effect to the Transactions), reduced to the extent such amounts are repaid, refinanced or retired.

"Foreign Subsidiary" means any Subsidiary of the Company which is not organized under the laws of the United States, any state thereof or the District of Columbia.

"GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public

10

Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date. Notwithstanding the foregoing, Indebtedness, Preferred Stock, expenses, charges and other items of a Person that would be reflected in the Company's financial statements in accordance with GAAP and related rules and regulations promulgated by the Commission or the Public Company Accounting Oversight Board as a result of "push down" accounting (or similar principles) shall be disregarded for purposes of any calculation under this Indenture's covenants.

"Global Notes" means one or more Notes in the form of Exhibit A hereto that includes the information referred to in footnotes 3, 4, 6 and 9 to the form of Note, attached hereto as Exhibit A, issued under this Indenture, that is deposited with or on behalf of and registered in the name of the Depositary or its nominee.

"Global Note Legend" means the legend set forth in Section 2.6(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

"Guarantee" means a guarantee by the Guarantors of all or any part of the Notes, in accordance with Article X hereof.

"Guarantor" means each of the Company's present and future Subsidiaries that at the time are guarantors of the Notes in accordance with this Indenture.

"Holder" means a Person in whose name a Note is registered on the Registrar's books.

"Indebtedness" of any Person means, without duplication:

        (a)   all liabilities and obligations, contingent or otherwise, of such Person, to the extent such liabilities and obligations would appear as a liability upon the consolidated balance sheet of such Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or services, except those incurred in the ordinary course of its business that would constitute a trade payable to trade creditors;

        (b)   all liabilities and obligations, contingent or otherwise, of such Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit;

        (c)   all net obligations of such Person under Interest Swap and Hedging Obligations;

        (d)   all liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such Person has guaranteed or that is otherwise its legal liability or which are secured by any assets or property of such Person;

        (e)   any and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and

        (f)    all Disqualified Capital Stock of such Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends).

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For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value to be determined in good faith by the board of directors of the issuer of such Disqualified Capital Stock.

The amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount and (2) the principal amount thereof in the case of any other Indebtedness.

"Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

"Indirect Participant" means an entity that, with respect to DTC, clears through or maintains a direct or indirect, custodial relationship with a Participant.

"Initial Purchasers" mean the initial purchasers of the Series A Notes under the Purchase Agreement, dated June 23, 2004, with respect to the Series A Notes.

"Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.

"Interest Payment Date" means the stated due date of an installment of interest on the Notes.

"Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement, commodity hedging agreement or any other agreement or arrangement designed to protect against fluctuations in interest rates, currency values or commodity prices and not for speculative purposes, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same notional amount.

"Investment" by any Person in any other Person means (without duplication):

        (a)   the acquisition (whether by purchase, merger, consolidation or otherwise) by such Person (whether for cash, property, services, securities or otherwise) of Equity Interests, Capital Stock, bonds, Notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person;

        (b)   the making by such Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person), other than accounts receivable, endorsements for collection or deposits arising in the ordinary course of business;

        (c)   other than guarantees of Indebtedness of the Company or any Subsidiary to the extent permitted by Section 4.7 hereof, the entering into by such Person of any guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person;

        (d)   the making of any capital contribution by such Person to such other Person; and

        (e)   the designation by the Board of Directors of any Person to be an Unrestricted Subsidiary.

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The Company shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any Subsidiary (or, if neither the Company nor any of its Subsidiaries has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being made), at the time that such Subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of the Company shall be deemed an Investment valued at its fair market value at the time of such transfer. The Company or any of its Subsidiaries shall be deemed to have made an Investment in a Person that is or was required to be a Guarantor if, upon the issuance, sale or other disposition of any portion of the Company's or the Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a Guarantor. The fair market value of each Investment shall be measured at the time made or returned, as applicable.

"Issue Date" means the date of first issuance of the Notes under this Indenture.

        "Junior Security" means any Qualified Capital Stock and any Indebtedness of the Company or a Guarantor, as applicable, that is contractually subordinated in right of payment to all Senior Indebtedness (and any securities issued in exchange for or in replacement of Senior Indebtedness) at least to the same extent as the Notes or the Guarantee, as applicable, are subordinated to Senior Indebtedness pursuant to this Indenture and has no scheduled installment of principal due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Notes; provided, that in the case of subordination in respect of Senior Indebtedness under the Credit Facilities, "Junior Security" shall mean (except with the consent of the requisite lenders under the Credit Facilities) any Qualified Capital Stock and any Indebtedness of the Company or the Guarantor, as applicable, that:

        (1)   has a final maturity date occurring after the final maturity date of all Senior Indebtedness outstanding under the Credit Facilities (and any securities issued in exchange or replacement of such Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness;

        (2)   is unsecured;

        (3)   has an Average Life longer than the security for which such Qualified Capital Stock or Indebtedness is being exchanged; and

        (4)   by its terms or by law is subordinated to Senior Indebtedness outstanding under the Credit Facilities (and any securities issued in exchange for Senior Indebtedness) on the date of issuance of such Qualified Capital Stock or Indebtedness at least to the same extent as the Notes are subordinated to Senior Indebtedness pursuant to this Indenture (including, without limitation, with respect to payment blockage and turnover).

"Letter of Transmittal" means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

"Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

"Liquidated Damages" means all Liquidated Damages then owing pursuant to the Registration Rights Agreement.

"Management Agreements" means the Management Agreement dated July 6, 1999 between KRG Capital Partners, LLC and Parent, as amended through the Issue Date, and that agreement to be entered into between DLJ Merchant Banking III, Inc. (or one of its Affiliates) and Parent on or prior to the consummation of the MedSource Acquisition, each as described in the Offering Circular, in each case, as such agreement may be amended from time to time.

        "MedSource" means MedSource Technologies, Inc., a Delaware corporation

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        "MedSource Acquisition" means the transactions pursuant to the Merger Agreement under which Merger Sub will merge with and into MedSource and MedSource will be the surviving corporation and a direct wholly owned subsidiary of the Company.

        "Merger Agreement" means the Agreement and Plan of Merger dated as of April 27, 2004, by and among the Company, Merger Sub and MedSource.

        "Merger Consideration and Related Costs" means: (1) the cash consideration for the MedSource Acquisition payable by the Company to holders of MedSource's common stock and options and warrants to purchase common stock pursuant to the Merger Agreement, including any amounts payable as a result of any such holders' exercise of dissenters' rights; (2) the cash consideration for the other Transactions; and (3) all fees and expenses related to the foregoing and payable in connection with the Transactions, in each case, substantially as described in the Offering Circular.

"Merger Sub" means Pine Merger Corporation, a Delaware corporation.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received by the Company in the case of a sale of Qualified Capital Stock or a Capital Contribution and by the Company and its Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise, exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Company that were issued for cash on or after the Issue Date, the amount of cash originally received by the Company upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the direct costs relating to such Asset Sale or issuance of Qualified Capital Stock, including, without limitation, legal, accounting, investment banking and other professional fees, and brokerage and sales commissions and any relocation expenses incurred as a result thereof incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only less (1) the amount (estimated reasonably and in good faith by the Company) of income, franchise, sales and other applicable taxes required to be paid by the Company or any of its respective Subsidiaries in connection with such Asset Sale in the taxable year that such sale is consummated or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carry-forwards, and similar tax attributes, (2) cash payments attributable to Persons owning an interest (other than a Lien) in the assets subject to the Asset Sale, (3) any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liability associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and (4) any holdbacks with respect to indemnification obligations or purchase price adjustments pending receipt thereof.

"New Credit Agreement" means the credit and guaranty agreement dated on or prior to the closing of the MedSource Acquisition, by and among the Company, the guarantors party thereto, certain financial institutions, Credit Suisse First Boston, acting through its Cayman Islands Branch, as sole lead arranger, sole book runner, collateral agent and administrative agent, and the other agents party thereto, providing for (A) an aggregate $194,000,000 term loan facility, and (B) an aggregate $40,000,000 revolving credit facility, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith.

"Non-Recourse Securitization Entity Indebtedness" has the meaning set forth in the definition of Securitization Entity.

"Non-U.S. Person" means any Person other than a U.S. Person.

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"Notes Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

"Obligation" means any principal, premium or interest payment, or monetary penalty, or damages, due by the Company or any Guarantor under the terms of the Notes or this Indenture, including any Liquidated Damages due pursuant to the terms of the Registration Rights Agreement.

"Offering" means the offering of the Notes by the Company.

"Offering Circular" means the final Offering Circular, dated June 23, 2004, relating to the offer and sale of the Series A Notes.

"Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary, the Principal Accounting Officer, or any Vice President of such Person.

"Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in this Indenture.

"Opinion of Counsel" means an opinion from legal counsel, that meets the requirements of Sections 12.4 and 12.5 hereof, which opinion may be subject to customary assumptions, limitations and qualifications. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

"Parent" means UTI Corporation, a Maryland corporation, or its successor.

        "Parent Entity" means any Person that, directly or indirectly holds Voting Equity Interests of the Company with voting power, in the aggregate, at least equal to 80% of the voting power of the Voting Equity Interests of the Company.

"Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream).

        "Permitted Holders" means each of the Principals and any of their Related Parties.

        "Permitted Indebtedness" means:

        (a)   Indebtedness of the Company and the Guarantors, evidenced by the Notes and the Guarantees issued pursuant to this Indenture up to the amounts being issued on the Issue Date and the exchange notes or guarantees issued in exchange for such notes and Guarantees, less any amounts repaid or retired;

        (b)   Refinancing Indebtedness incurred by the Company and the Subsidiaries, as applicable, with respect to any Existing Indebtedness or any Indebtedness (including Disqualified Capital Stock), described in clause (a) or incurred pursuant to the Debt Incurrence Ratio test set forth in Section 4.7 hereof, or which was refinanced pursuant to this clause (b);

        (c)   Indebtedness incurred by the Company and its Subsidiaries solely in respect of bankers acceptances, reimbursement obligations with respect to letters of credit, performance bonds, bid and surety bonds and completion guarantees and Indebtedness in respect of workers' compensation claims in each case, to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness and incurred in the ordinary course of business;

        (d)   Indebtedness incurred by the Company that is owed to (borrowed from) any Subsidiary, and Indebtedness incurred by a Guarantor owed to (borrowed from) any other Guarantor or the Company;

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provided, that in the case of Indebtedness of the Company or a Guarantor payable to any Subsidiary that is not a Guarantor, such obligations shall be unsecured and contractually subordinated to payments then due in respect of the Company's obligations pursuant to the Notes, and any event that causes any Subsidiary to which such Indebtedness is owed no longer to be a Subsidiary (including by designation to be an Unrestricted Subsidiary) shall be deemed to be a new incurrence by such issuer of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof;

        (e)   guarantees by the Company or any Subsidiary of any Indebtedness or other obligations of the Company or any Subsidiary permitted to be incurred pursuant to this Indenture;

        (f)    Interest Swap and Hedging Obligations incurred by the Company or any of its Subsidiaries that are incurred for the purpose of fixing or hedging interest rate, currency or commodity risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable, liability or contractual provision the payment in respect of which is determined by reference to a foreign currency or commodity; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness to which such Interest Swap and Hedging Obligation relates;

        (g)   Indebtedness incurred by the Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within ten Business Days;

        (h)   Indebtedness incurred by the Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or Unrestricted Subsidiary of the Company in accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary or Unrestricted Subsidiary for the purpose of financing such acquisition;

        (i)    Indebtedness incurred by the Company or any of its Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; provided, such letter of credit was permitted to be issued under Section 4.7 hereof;

        (j)    Indebtedness incurred by the Company or any of its Subsidiaries, the net proceeds of which are used to satisfy, defease or discharge the Notes as provided under Article VIII hereof; and

        (k)   Indebtedness incurred by any Foreign Subsidiary that is owed to (borrowed from) the Company or any Subsidiary of the Company;

"Permitted Investment" means:

        (a)   any Investment in any of the Notes;

        (b)   any Investment in cash or Cash Equivalents;

        (c)   any Investment: (i) by the Company or any Subsidiary in the Company (excluding payments to any securityholder of the Company by a Subsidiary of the Company), (ii) by the Company or any Subsidiary in any Guarantor, (iii) by the Company or any Subsidiary in any Person if as a result of such Investment such Person becomes a Guarantor or such Person is merged with or into the Company or a Guarantor, (iv) by any Foreign Subsidiary of the Company in any Foreign Subsidiary of the Company, or (v) by any Foreign Subsidiary in any Person if as a result of such Investment such Person becomes a Foreign Subsidiary or such Person is merged with or into a Foreign Subsidiary of the Company;

        (d)   other Investments in any Person or Persons after the date that the MedSource Acquisition is consummated, provided, that after giving pro forma effect to each such Investment, the aggregate amount of all such Investments made on and after the Issue Date pursuant to this clause (d) that are

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outstanding (after giving effect to any such Investments that are returned to the Company or the Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (d) in such Person), at any time does not in the aggregate exceed the greater of (x) $20,000,000 and (2) 3% of the Total Assets of the Company at the time of such Investment, in each case (measured by the value attributed to the Investment at the time made or returned, as applicable); provided, that after giving pro forma effect to any such Investment in an Unrestricted Subsidiary, the aggregate amount of all Investments in Unrestricted Subsidiaries pursuant to this clause (d) that are outstanding (after giving effect to any such Investments in Unrestricted Subsidiaries that are returned to the Company or the Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of such calculation, but only up to the amount of the Investments in Unrestricted Subsidiaries under this clause (d)) at any time does not exceed $10,000,000;

        (e)   any Investment in any Person solely in exchange for Qualified Capital Stock, Capital Stock of any Parent Entity or from a Capital Contribution or the Net Cash Proceeds of any substantially concurrent sale of the Company's Qualified Capital Stock or from any substantially concurrent Capital Contribution;

        (f)    any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.12 hereof;

        (g)   Investments represented by Interest Swap and Hedging Obligations;

        (h)   Investments in the form of advances to employees for travel, relocation and like expenses, in each case, consistent with the Company's past practices;

        (i)    Investments received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization, recapitalization or liquidation of any Person or the good faith settlement of debts of, or litigation or disputes with, any Person that is not an Affiliate;

        (j)    Investments in MedSource and its Subsidiaries at the time of the MedSource Acquisition; and

        (k)   Investments by the Company or any Subsidiary in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction which Investments consist of the transfer of receivables and related assets; provided, however, that any Investment in a Securitization Entity is in the form of (a) a Purchase Money Note, (b) an equity interest, (c) obligations of the Securitization Entity to pay the purchase price for assets transferred to it or (d) interests in either accounts receivable and related assets generated by the Company or a Subsidiary and, in each case, transferred to such Securitization Entity or other Person in connection with a Qualified Securitization Transaction.

"Permitted Lien" means:

        (a)   Liens existing on the Issue Date;

        (b)   Liens imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;

        (c)   statutory Liens of carriers, warehousemen, mechanics, material men, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of business provided that (1) the underlying obligations are not overdue for a period of more than 30 days, or (2) such Liens are being contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP;

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        (d)   Liens securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

        (e)   easements, rights-of-way, zoning, similar restrictions and other similar encumbrances or title defects which, singly or in the aggregate, do not in any case materially detract from the value of the property, subject thereto (as such property is used by the Company or any of its Subsidiaries) or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;

        (f)    Liens arising by operation of law in connection with judgments, only to the extent, for an amount and for a period not resulting in an Event of Default with respect thereto;

        (g)   pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;

        (h)   Liens securing the Notes;

        (i)    Liens securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Company or a Subsidiary or Liens securing Indebtedness incurred in connection with an acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or consolidation, were not incurred in anticipation thereof, and do not extend to any other assets;

        (j)    Liens arising from Purchase Money Indebtedness permitted to be incurred pursuant to Section 4.7 hereof; provided, such Liens relate solely to the property which is subject to such Purchase Money Indebtedness;

        (k)   leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Company or any of its Subsidiaries or materially detracting from the value of the relative assets of the Company or any Subsidiary;

        (l)    Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any of its Subsidiaries in the ordinary course of business;

        (m)  Liens securing Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders than the terms of the Liens securing such refinanced Indebtedness, and provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for the Indebtedness refinanced;

        (n)   Liens securing Senior Indebtedness (including under the Credit Facilities) incurred in accordance with the terms of Section 4.7 hereof;

        (o)   Liens securing Interest Swap and Hedging Obligations;

        (p)   Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with the provisions of Section 4.7 hereof; and

        (q)   any Lien securing non-Recourse Securitization Entity Indebtedness of a Securitization Entity in connection with a Qualified Securitization Transaction.

"Person" or "person" means any corporation, individual, joint stock company, joint venture, partnership, limited liability company, unincorporated association, governmental regulatory entity, country, state or political subdivision thereof, trust, municipality or other entity.

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"Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person.

"Principals" means KRG Capital Partners, LLC and DLJ Merchant Banking III, Inc.

"Pro Forma" or "pro forma" shall have the meaning set forth in Regulation S-X of the Securities Act unless otherwise specifically stated herein, except that, for purposes of calculating the Company's "Consolidated Coverage Ratio," such calculation shall include the reduction in costs and related adjustments that are or will be attributable to any Acquisition otherwise included in, or giving rise to, such calculation that are or will be (i) attributable to such Acquisition and calculated on a basis consistent with Regulation S-X of the Securities Act as in effect on the Issue Date, or (ii) implemented, or for which the steps necessary for implementation have been, or will be, taken by the Company or any of its Subsidiaries and are reasonably expected to occur, with respect to the Company, any Subsidiary of the Company or the business that was the subject of any such Acquisition, within 90 days after the date of the Acquisition, as if, all such reductions in costs and related adjustments had been effected as of the beginning of the applicable Reference Period.

"Private Placement Legend" means the legend set forth in Section 2.6(g)(i) hereof to be placed on all Notes issued under this Indenture except where specifically stated otherwise by the provisions of this Indenture.

"Public Equity Offering" means an underwritten public offering pursuant to a registration statement filed with the Commission in accordance with the Securities Act of common stock of a Parent Entity.

"Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance the acquisition (including in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after acquired real or personal tangible property which is incurred within 180 days following such acquisition, construction, installation or improvement and is secured only by the assets so financed. For the avoidance of doubt, it is understood and agreed that Purchase Money Indebtedness may be incurred under the Credit Facilities.

"Purchase Money Note" means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

"QIB" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Capital Stock" means any Capital Stock of the Company that is not Disqualified Capital Stock.

"Qualified Equity Offering" means (a) an underwritten public offering pursuant to a registration statement filed with the Commission in accordance with the Securities Act, or (b) a private placement (other than to an Affiliate of the Company) resulting in net cash proceeds of $50,000,000 or more, in each case of (1) Equity Interests (other than Disqualified Capital Stock) of the Company or (2) Equity Interests of a Parent Entity (other than Disqualified Capital Stock), to the extent that the cash proceeds therefrom are used as a Capital Contribution to the Company.

"Qualified Exchange" means:

        (1)   any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Company with the Net Cash Proceeds received by the Company made within 60 days of the sale of its Qualified Capital Stock (other than to a Subsidiary) or, to the extent used to

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retire Indebtedness (other than Disqualified Capital Stock) of the Company issued on or after the Issue Date, Refinancing Indebtedness of the Company;

        (2)   any issuance of Qualified Capital Stock of the Company in exchange for, or the proceeds of which are used to purchase, any Capital Stock or Indebtedness of the Company; or

        (3)   any issuance of Refinancing Indebtedness (including Disqualified Capital Stock) of the Company in exchange for, or the proceeds of which are used to purchase, Indebtedness (including Disqualified Capital Stock) of the Company.

"Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Securitization Entity, in the case of a transfer by the Company or any of its Subsidiaries, and (2) any other Person, in the case of a transfer by a Securitization Entity, or may grant a security interest in, any accounts receivable, whether now existing or arising or acquired in the future, of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets, including contract rights, that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

"Record Date" means a Record Date specified in the Notes, whether or not such date is a Business Day.

"Recourse Indebtedness" means Indebtedness as to which either the Company or any of its Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes the lender.

"Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Notes or this Indenture.

"Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and sale of which are used within 60 days to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any Indebtedness (including the Notes and Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such Refinancing; provided, that (A) such Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified Capital Stock) of such Person issuing such Refinancing Indebtedness, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders of the Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified

20

Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated Maturity of the Notes, and (D) such Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Notes than the terms of the Liens (if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased. For the avoidance of doubt, Indebtedness (other than Disqualified Capital Stock), shall not constitute "Refinancing Indebtedness" in connection with a Refinancing of Disqualified Capital Stock.

"Reg S Permanent Global Note" means one or more permanent Global Notes bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Reg S Temporary Global Note upon expiration of the Distribution Compliance Period.

"Reg S Temporary Global Note" means one or more temporary Global Notes bearing the Private Placement Legend and the Reg S Temporary Global Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

"Reg S Temporary Global Note Legend" means the legend set forth in Section 2.6(g)(iii) hereof, which is required to be placed on all Reg S Temporary Global Notes issued under this Indenture.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among the Company and the other parties named on the signature pages thereto, as such agreement may be amended, modified or supplemented from time to time.

"Regulation S" means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

"Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the case may be.

"Related Business" means the business conducted (or proposed to be conducted) by the Company and its Subsidiaries as of the Issue Date and any and all businesses that in the good faith judgment of the Board of Directors are materially related, ancillary or complementary businesses.

"Related Business Asset" means assets (except in connection with the acquisition of a Subsidiary in a Related Business that becomes a Guarantor, other than notes, bonds, obligations and securities) and capital expenditures, in each case that, in the good faith reasonable judgment of the Board of Directors, will immediately constitute, be a part of, or be used in, a Related Business of the Company or a Subsidiary.

"Related Party" with respect to either of the Principals means:

        (a)   any investment fund controlled by or under common control with such Principal, and any officer, director or employee of such Principal or any entity controlled by or under common control with such Principal;

        (b)   any spouse or lineal descendant (including by adoption and stepchildren) of the officers, directors and employees referred to in clause (a) above; and

        (c)   any trust, corporation or partnership or other entity of which 80% in interest is held by beneficiaries, stockholders, partners or owners who are one or more of the persons described in clauses (a) or (b);

"Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend, issued under this Indenture.

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"Restricted Global Note" means one or more Global Notes bearing the Private Placement Legend, issued under this Indenture; provided, that in no case shall an Exchange Note issued in accordance with this Indenture and the terms of the Registration Rights Agreement be a Restricted Global Note.

"Restricted Investment" means, in one or a series of related transactions, any Investment, other than other Permitted Investments.

"Restricted Payment" means, with respect to any Person:

        (a)   the declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person or any Parent Entity of such Person;

        (b)   any payment (except to the extent made with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests of such Person or any Parent Entity of such Person;

        (c)   other than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or other acquisition or retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness (other than the Notes), directly or indirectly, by such Person or a Subsidiary of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness; and

        (d)   any Restricted Investment by such Person,

provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, (2) any dividend, distribution or other payment (in each case, that does not constitute an "Investment") to the Company, or to any Subsidiary of the Company, by the Company or any of its Subsidiaries, (3) any Investment in any Guarantor by the Company or any Subsidiary, (4) any Investment in the Company by any Subsidiary of the Company so long as the Company receives the proceeds of such Investment, or (5) the payment of the Merger Consideration and Related Costs.

"Rule 144" means Rule 144 promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

"Rule 144A" means Rule 144A promulgated under the Securities Act, as it may be amended from time to time, and any successor provision thereto.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

"Securitization Entity" means a wholly owned subsidiary (or a wholly owned subsidiary of another Person in which the Company or any subsidiary of the Company makes an Investment and in which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and:

        (1)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

        (A)  is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

        (B)  is recourse to or obligates the Company or any Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

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        (C)  subjects any property or asset of the Company or any Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (such Indebtedness described in this clause (1), being referred to as "Non-Recourse Securitization Entity Indebtedness");

        (2)   with which neither the Company nor any Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity; and

        (3)   to which neither the Company nor any Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers' Certificate certifying that the designation complied with the preceding conditions and was permitted by this Indenture.

"Senior Indebtedness" of the Company or any Guarantor means Indebtedness of the Company or such Guarantor arising under the Credit Facilities (including any fees, costs and other monetary obligation in respect of the Credit Facilities, and interest, whether or not allowable, accruing on Indebtedness incurred pursuant to the Credit Facilities after the filing of a petition initiating any proceeding under any bankruptcy, insolvency or similar law) or that, by the terms of the instrument creating or evidencing such Indebtedness, is expressly designated as Senior Indebtedness and made senior in right of payment to the Notes or the applicable Guarantee and all obligations for principal, premium, interest, penalties, fees, indemnifications, expenses, reimbursements, damages and other amounts payable pursuant to the documentation governing or relating to such Indebtedness; provided, that in no event shall Senior Indebtedness include (a) Indebtedness to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary of the Company, (b) Indebtedness incurred in violation of the terms of this Indenture; provided, that Indebtedness under the Credit Facilities will not cease to be Senior Indebtedness as a result of this clause (b) if the lenders thereunder obtained a certificate from an executive officer of the Company on the date such Indebtedness was incurred certifying that the incurrence of such Indebtedness was not prohibited by this Indenture, (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, and (e) any liability for taxes owed or owing by the Company or such Guarantor.

"Shelf Registration Statement" shall have the meaning set forth in the Registration Rights Agreement.

"Significant Subsidiary" means any Subsidiary or group of Subsidiaries that would constitute a "significant subsidiary" of the Company as defined in Regulation S-X of the Securities Act, as in effect on the Issue Date.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and its successors.

"Special Record Date" means, for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant to Section 2.12 hereof.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary that are reasonably customary in an accounts receivable securitization transaction, including servicing of the obligations thereunder.

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"Stated Maturity," when used with respect to any Note, means July 15, 2012.

"Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor that is subordinated in right of payment by its terms or the terms of any document or instrument relating thereto to the Notes or such Guarantee, as applicable, in any respect.

"Subsidiary," with respect to any Person, means (1) a corporation with a majority of the voting power of its Voting Equity Interests, at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person, (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has a majority of the voting power of its Voting Equity Interests, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination thereof has a majority economic ownership interest. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of the Company or of any Subsidiary of the Company. Unless the context requires otherwise, Subsidiary means each direct and indirect Subsidiary of the Company.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

"Transactions" shall mean the "Transactions" as described in the Offering Circular.

"Total Assets" means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries.

"Transfer Restricted Notes" means Global Notes and Definitive Notes that bear or are required to bear the Private Placement Legend, issued under this Indenture.

"Unrestricted Definitive Note" means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend, issued under this Indenture.

"Unrestricted Global Note" means one or more permanent Global Notes representing a series of Notes that does not bear and is not required to bear the Private Placement Legend, issued under this Indenture.

"Unrestricted Subsidiary" means any subsidiary of the Company that does not directly, indirectly or beneficially own any Capital Stock of, and Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company and that, at the time of determination, shall be an Unrestricted Subsidiary (as designated by the Board of Directors); provided, that such Subsidiary at the time of such designation (a) has no Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company (unless in compliance with Section 4.11 hereof); (c) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after giving effect to such designation, on a pro forma basis, the Company could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7 hereof. Each such designation shall be evidenced by filing with the Trustee a

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certified copy of the resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

"U.S. Government Obligations" means direct noncallable obligations of, or noncallable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.

"U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act.

"Voting Equity Interests" of any Person means Equity Interests of such Person then outstanding that at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

"Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying shares) are owned by the Company or one or more Wholly Owned Subsidiaries of the Company or a combination thereof.

SECTION 1.2 Other Definitions

Term	Defined in Section
"Acceleration Notice"	6.2(a)
"Affiliate Transaction"	4.11
"Asset Sale"	4.12
"Asset Sale Amount"	4.12
"Asset Sale Offer"	4.12
"Asset Sale Offer Amount"	4.12
"Asset Sale Offer Price"	4.12
"Asset Sale Offer Period"	4.12
"Authentication Order"	2.2
"Benefited Party"	10.1
"Change of Control Offer"	4.13
"Change of Control Offer Period"	4.13
"Change of Control Purchase Date"	4.13
"Change of Control Purchase Price"	4.13
"Company"	Preamble
"Company Affiliated Group"	4.9(k)
"Covenant Defeasance"	8.3
"Debt Incurrence Ratio"	4.7
"Defaulted Interest"	2.12
"Discharge"	Definition of "Consolidated Coverage Ratio"
"DTC"	2.3
"Excess Proceeds"	4.12
"Medical Device Manufacturing, Inc."	Preamble
"Guarantee Obligations"	10.1
"incur" or "incurrence"	4.7
"Incurrence Date"	4.7
"Investment Company Act"	4.15
"Legal Defeasance"	8.2
"Notes"	Preamble
"Paying Agent"	2.3
"Payment Blockage Period"	11.2(b)
"Payment Default"	11.2(a)

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"Payment Blockage Notice"	11.2(b)
"Redemption Date"	3.7(a)
"Registrar"	2.3
"Refinancing"	Definition of "Refinancing Indebtedness"
"Series A Notes"	Preamble
"Series B Notes"	Preamble
"Tax Payment"	4.9(k)
"Transaction Date"	Definition of "Consolidated Coverage Ratio"
"Trustee"	Preamble

SECTION 1.3 Incorporation by Reference of Trust Indenture Act

        Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture.

        The following TIA terms used in this Indenture have the following meanings:

"Commission" means the Securities and Exchange Commission;

"obligor" on the Notes means the Company, each Guarantor and any successor obligor on the Notes.

        All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

SECTION 1.4 Rules of Construction

        Unless the context otherwise requires:

        (1)   a term has the meaning assigned to it;

        (2)   an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

        (3)   "or" is not exclusive;

        (4)   words in the singular include the plural, and in the plural include the singular;

        (5)   provisions apply to successive events and transactions;

        (6)   "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

        (7)   references to sections of or rules under the Securities Act and the Exchange Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time;

        (8)   calculation of amounts for purposes of any provision of this Indenture shall be without duplication of amounts otherwise included in such calculation; and

        (9)   any amount requiring calculation of a U.S. dollar-equivalent of a currency other than U.S. dollars shall be based on the exchange rate in effect at the time of the transaction or calculation, as applicable, without regard to subsequent fluctuations in such exchange rate.

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ARTICLE II
THE NOTES

SECTION 2.1 Form and Dating

        (a)   General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof.

        The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

        (b)   Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

        (c)   Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking Luxembourg" and "Customer Handbook" of Clearstream in effect at the relevant time shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

SECTION 2.2 Execution and Authentication

        An Officer shall sign the Notes for the Company by manual or facsimile signature. In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $175,000,000 in aggregate principal amount. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

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SECTION 2.3 Registrar, Paying Agent and Depositary

        The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes.

SECTION 2.4 Paying Agent to Hold Money in Trust

        The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5 Holder Lists

        The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or shall cause the Registrar (if other than the Company) to furnish, to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.6 Transfer and Exchange

        (a)   Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes and the Company thereupon fails to appoint a successor Depositary within 120 days or (y) the Depositary is no longer a clearing agency registered under the Exchange Act, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there

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shall have occurred and be continuing a Default or Event of Default with respect to the Notes; provided that in no event shall the Reg S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Company and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b), (c) or (f) hereof.

        (b)   Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

        (i)    Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).

        (ii)   All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) both (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) both (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in clause (B)(1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Reg S Temporary Global Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Company or its counsel to be required pursuant to Rule 903 and Rule 904 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the

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Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

        (iii)  Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:

        (A)  if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

        (B)  if the transferee will take delivery in the form of a beneficial interest in the Reg S Temporary Global Note or the Reg S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

        (iv)  Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above and:

        (A)  such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company (or such other certification as the Company or its counsel determines to be required under applicable laws);

        (B)  such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

        (C)  such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

        (D)  the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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        If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

        (c)   Transfer or Exchange of Beneficial Interests for Definitive Notes.

        (i)    Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

        (A)  if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

        (B)  if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

        (C)  if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

        (D)  if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

        (E)  if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

        (F)  if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

        (G)  if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest

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in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

        (ii)   Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

        (A)  such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company (or such other certification as the Company or its counsel determines to be required under applicable law);

        (B)  such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

        (C)  such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

        (D)  the Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form, reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        (iii)  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement Legend.

        (iv)  Transfer or Exchange of Reg S Temporary Global Notes. Notwithstanding the other provisions of this Section 2.6, a beneficial interest in the Reg S Temporary Global Note may not be

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(A) exchanged for a Definitive Note prior to (x) the expiration of the Distribution Compliance Period (unless such exchange is effected by the Company, does not require an investment decision on the part of the holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by the Registrar of any certificates identified by the Company or its counsel to be required pursuant to Rule 903(c)(3)(B) under the Securities Act or (B) transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the events set forth in clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

        (d)   Transfer and Exchange of Definitive Notes for Beneficial Interests.

        (i)    Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

        (A)  if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

        (B)  if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

        (C)  if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

        (ii)   Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

        (A)  such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company (or such other certifications as the Company or its counsel determines to be required under applicable law);

        (B)  such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

        (C)  such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

        (D)  the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global

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Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form, reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the Restricted Definitive Notes so transferred or exchanged and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

        (iii)  Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this Section 2.6(d) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

        (e)   Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

        (i)    Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

        (A)  if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

        (B)  if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

        (C)  if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

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        (ii)   Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

        (A)  such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company (or such other certification as the Company or its counsel determines to be required under applicable law);

        (B)  any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

        (C)  any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

        (D)  the Registrar receives the following: (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

        (iii)  Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

        (f)    Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company (or such other certification as the Company or its counsel determines to be required under applicable law), and accepted for exchange in the Exchange Offer and (B) the principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(ii) hereof and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount.

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        (g)   Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

        (i)    Private Placement Legend.

        (A)  Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

        (B)  Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

        (ii)   Global Note Legend. To the extent required by the Depositary, each Global Note shall bear legends in substantially the following forms:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A

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SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

"UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

        (iii)  Reg S Temporary Global Note Legend. To the extent required by the Depositary, each Reg S Temporary Global Note shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

        (h)   Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement may be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement may be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

        (i)    General Provisions Relating to Transfers and Exchanges.

        (i)    To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar's request.

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        (ii)   No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 4.12 and 4.13 hereof).

        (iii)  The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

        (iv)  All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

        (v)   Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

        (vi)  Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

        (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.

        (viii)   All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

        Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 2.6, the Registrar's duties shall be limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits A, B, C and D attached hereto. The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates.

SECTION 2.7 Replacement Notes

        If any mutilated Note is surrendered to the Trustee or the Company and the Trustee and the Company receive evidence (which evidence may be from the Trustee) to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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SECTION 2.8 Outstanding Notes

        The Notes outstanding at any time are all the Notes authenticated by the Trustee (including any Note represented by a Global Note) except for those cancelled by it or at its direction, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with the Guarantee of that particular Note endorsed thereon, ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or the maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9 Treasury Notes

        In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10 Temporary Notes

        Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11 Cancellation

        The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Company or an Affiliate of the Company), and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12 Defaulted Interest

        Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date plus, to the extent lawful, any interest payable on the defaulted interest at the rate and in the manner provided in Section 4.1 hereof and in the Note (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered holder on the relevant Record Date, and

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such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

        (1)   The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Paying Agent an amount of cash equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such cash when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Paying Agent shall fix a "Special Record Date" for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the Company and the Trustee of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note register maintained by the Registrar not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Notes (or their respective predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

        (2)   The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this clause, such manner shall be deemed practicable by the Trustee and the Paying Agent.

        Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13 CUSIP Numbers

        The Company in issuing the Notes may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the "CUSIP" numbers.

SECTION 2.14 Issuance of Additional Notes

        The Company may, subject to Section 4.7 hereof and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

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ARTICLE III
REDEMPTION

SECTION 3.1 Notices to Trustee

        If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days (unless a shorter period is acceptable to the Trustee) but not more than 60 days (unless a longer period is acceptable to the Trustee) before a redemption date, an Officers' Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.2 Selection of Notes to Be Redeemed

        If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes or portions thereof to be redeemed among the Holders of the Notes pursuant to the rules of DTC, if applicable, or on a pro rata basis, by lot or in such other manner it deems appropriate and fair. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

        The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes in denominations of larger than $1,000 selected shall be in amounts of $1,000 or integral multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.3 Notice of Redemption

        Subject to the provisions of Section 3.7 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

        The notice shall identify the Notes to be redeemed and shall state:

        (a)   the redemption date;

        (b)   the redemption price;

        (c)   if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on or after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

        (d)   the name and address of the Paying Agent;

        (e)   that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

        (f)    that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

        (g)   the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

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        (h)   that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

        At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 30 days prior to the redemption date (unless a shorter period shall be acceptable to the Trustee), an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.4 Effect of Notice of Redemption

        Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.5 Deposit of Redemption Price

        (a)   On the Business Day immediately prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued and unpaid interest (and Liquidated Damages, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (and Liquidated Damages, if any) on, all Notes to be redeemed.

        (b)   If the Company complies with the provisions of the clause (a) of this Section 3.5, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest payment Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest (and Liquidated Damages, if any) shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.1 hereof.

SECTION 3.6 Notes Redeemed in Part

        Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.7 Optional Redemption

        (a)   Except as set forth in clause (b) of this Section 3.7, the Company shall not have the right to redeem any Notes pursuant to this Section 3.7 prior to July 15, 2008. The Notes will be redeemable for cash at the option of the Company, in whole or in part, at any time or from time to time on or after July 15, 2008, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing July 15 of

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the years indicated below, in each case together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the Notes (the "Redemption Date"):

Year	Percentage
2008	105.000	%
2009	102.500	%
2010 and thereafter	100.000	%

        (b)   Notwithstanding the provisions of clause (a) of this Section 3.7, at any time or from time to time on or prior to July 15, 2007 upon one or more Qualified Equity Offerings, up to 35% of the aggregate principal amount of the Notes issued pursuant to this Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at the Company's option within 90 days of the closing of any such Qualified Equity Offering from the Net Cash Proceeds of such Qualified Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, at a redemption price equal to 110.000% of principal, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes originally issued pursuant to this Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding any replacement Notes).

        (c)   Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

        (d)   The Notes will not have the benefit of any sinking fund and the Company shall not be required to make any mandatory redemption payments with respect to the Notes.

ARTICLE IV
COVENANTS

SECTION 4.1 Payment of Notes

        The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 12:00 noon Eastern time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement and herein.

        The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.2 Maintenance of Office or Agency

        The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required

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office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

        The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company and the Guarantors shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

        The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3 Commission Reports and Reports to Holders

        (a)   Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will deliver or make available to the Trustee and to each Holder of Notes, within five days after the Company is or would have been (if the Company was subject to such reporting obligations) required to file such with the Commission, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by the Company's certified independent public accountants, and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be so required and, from and after the consummation of the Exchange Offer unless the Commission will not accept such reports, file with the Commission the annual, quarterly and other reports which the Company is or would have been required to file with the Commission.

        (b)   In the event that (A) (1) the rules and regulations of the Commission permit the Company and any Parent Entity to report at such Parent Entity's level on a consolidated basis and (2) such Parent Entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company and its Affiliates, the information and reports required by this Section 4.3 may be those of such Parent Entity on a consolidated basis; provided, that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such Parent Entity and its other subsidiaries, if any; provided, further, that if such Parent Entity's capitalization (including cash and Cash Equivalents) differs from that of the Company and its Subsidiaries in any material respect, such information and reports will include annual and quarterly financial statements substantially equivalent to the financial statements that would have been included in reports filed with the Commission, if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by the Company's certified independent public accountants or (B) any Parent Entity has unconditionally guaranteed the Company's Obligations with respect to the Notes, then the Company's obligation may be satisfied by such Parent Entity delivering and filing its statements and reports so long as it owns all of the Company's outstanding Capital Stock.

SECTION 4.4 Compliance Certificate

        (a)   The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such

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certificate, that to his or her knowledge the Company and its Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

        (b)   The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.5 Taxes

        The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a material adverse effect on the ability of the Company and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture.

SECTION 4.6 Stay, Extension and Usury Laws

        The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7 Limitation on Incurrence Of Additional Indebtedness and disqualified capital stock

        Except as set forth in this Section 4.7, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including Acquired Indebtedness as a result of an Acquisition), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.

        Notwithstanding the foregoing if:

        (1)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such incurrence of Indebtedness and the use of proceeds therefrom; and

        (2)   on the date of such incurrence (the "Incurrence Date"), the Company's Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Indebtedness and the use of proceeds therefrom, would be at least 2.0 to 1.0 (the "Debt Incurrence Ratio");

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then the Company and the Guarantors may incur such Indebtedness (including Disqualified Capital Stock and Acquired Indebtedness).

        In addition, the foregoing limitations of the first paragraph of this Section 4.7 will not prohibit:

        (a)   the Company's incurrence or the incurrence by any Subsidiary of the Company of Purchase Money Indebtedness after the MedSource Acquisition is consummated; provided, that

        (1)   the aggregate principal amount of such Indebtedness incurred and outstanding at any time pursuant to this paragraph (a) (including any Refinancing Indebtedness issued to retire, defease, refinance, replace or refund such Indebtedness) shall not exceed $5,000,000 (or the equivalent thereof in any applicable foreign currency), and

        (2)   in each case, such Indebtedness shall not constitute more than 100% of the Company's cost or the cost to such Guarantor (determined in accordance with GAAP in good faith by the Company), as applicable, of the property so purchased, constructed, improved or leased;

        (b)   the Company's incurrence or the incurrence by any Subsidiary of the Company of Indebtedness in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (b) (including any Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $20,000,000;

        (c)   the Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Facilities in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to, (x) $234,000,000 minus (y) the amount of any Non-Recourse Securitization Indebtedness of any Securitization Entity outstanding at the time of such incurrence, after giving pro forma effect to the use of proceeds from such incurrence, with letters of credit being deemed to have a principal amount equal to the full amount thereof, minus the amount of any such Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness pursuant to clause (b) of the second paragraph of Section 4.12 hereof or (2) assumed by a transferee in an Asset Sale; provided, however, that no more than $5,000,000 of Indebtedness incurred pursuant to this clause (c) can be outstanding at any time prior to consummation of the MedSource Acquisition (other than Indebtedness incurred to make scheduled amortization payments under the Existing Credit Agreement); and

        (d)   the incurrence by a Securitization Entity of Non-Recourse Securitization Indebtedness in connection with a Qualified Securitization Transaction in an aggregate principal amount incurred and outstanding at any time pursuant to this paragraph of up to (x) $234,000,000 minus (y) the amount of any Indebtedness of the Company or any Guarantor outstanding pursuant to the Credit Facilities pursuant to clause (c) at the time of such incurrence, after giving pro forma effect to the use of proceeds from such incurrence.

        Indebtedness (including Disqualified Capital Stock) of any Person that is outstanding at the time such Person becomes one of the Company's Subsidiaries (including upon designation of any subsidiary or other Person as a Subsidiary) or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries shall be deemed to have been incurred at the time such Person becomes or is designated one of the Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable.

        Notwithstanding any other provision of this Section 4.7, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of a Subsidiary incurred in accordance with the terms of this Indenture will not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate in the Company's sole discretion

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pursuant to which provision of this Section 4.7 or the definition of Permitted Indebtedness any Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate more than one such provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section 4.7 or the definition of Permitted Indebtedness, except as stated otherwise in the foregoing provisions. At any time, the Company can redesignate in its sole discretion any Indebtedness as having been incurred pursuant to any provision of this Section 4.7 or the definition of Permitted Indebtedness, and the Company may subdivide an amount of Indebtedness and redesignate more than one such provision pursuant to which such amount of Indebtedness as having been incurred, so long as at the time of such redesignation the Company could have incurred such Indebtedness (or portion thereof) pursuant to such provisions of this Section 4.7 or the definition of Permitted Indebtedness. Accrual of interest or dividends, the accretion of accreted value or amortization of original issue discount, the payment of interest or dividends in kind, changes in obligations in respect of Interest Swap and Hedging Obligations, and any increase as a result of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.7.

        For the avoidance of doubt, outstanding Indebtedness shall be determined without duplication of Refinancing Indebtedness in respect thereof or, for the purposes of Section 4.7(b) hereof, Indebtedness incurred in respect of the retirement, defeasance, refinancing, replacement or refunding of such outstanding Indebtedness.

SECTION 4.8 Limitation on Liens Securing Indebtedness

        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, create, incur, assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the Issue Date or upon any income or profits therefrom securing any of the Company's Indebtedness or any Indebtedness of any Guarantor, unless the Company provides, and causes the Company's Subsidiaries to provide, concurrently therewith, that the Notes and the applicable Guarantees are equally and ratably so secured for so long as such other Indebtedness is secured by such Lien; provided, that if such Indebtedness is Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness shall be contractually subordinate and junior to the Lien securing the Notes (and any related applicable Guarantees) with the same relative priority as such Subordinated Indebtedness shall have with respect to the Notes (and any related applicable Guarantees), and provided, further, that this clause shall not be applicable to any Liens securing any such Indebtedness which became the Company's Indebtedness pursuant to a transaction subject to the provisions of Section 5.1 hereof or which constitutes Acquired Indebtedness and which in either case were in existence at the time of such transaction (unless such Indebtedness was incurred or such Lien created in connection with, or in contemplation of, such transaction), so long as such Liens do not extend to or cover any of the Company's property or assets or any property or assets of any of the Company's Subsidiaries other than property or assets acquired in such transaction.

SECTION 4.9 Limitation on Restricted Payments

        The Company shall not, and shall not permit any of the Company's Subsidiaries to, directly or indirectly, make any Restricted Payment; provided, however, that, after the MedSource Acquisition is consummated, the Company and the Company's Subsidiaries may make any Restricted Payment so long as, after giving effect to such Restricted Payment on a pro forma basis:

        (1)   no Default or an Event of Default shall have occurred and be continuing;

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        (2)   the Company shall be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7 hereof; and

        (3)   the aggregate amount of all Restricted Payments made by the Company and the Company's Subsidiaries, including after giving effect to such proposed Restricted Payment on and after the Issue Date, would not exceed, without duplication, the sum of:

        (a)   50% of the Company's aggregate Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter in which the Issue Date occurs to and including the last day of the fiscal period for which internal financial statements are available (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus

        (b)   the aggregate Net Cash Proceeds received by the Company after the Issue Date from (1) a Capital Contribution, (2) the sale of the Company's Qualified Capital Stock, and (3) the issue or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable Indebtedness of the Company that have been converted into or exchanged for Qualified Capital Stock of the Company, in each case other than (A) to one of the Company's Subsidiaries, (B) the Net Cash Proceeds received by the Company from a Capital Contribution or from the sale of the Company's Qualified Capital Stock in connection with the Transactions and (C) in the case of clauses (1) and (2), to the extent applied in connection with a Qualified Exchange or a Permitted Investment pursuant to clause (e) of the definition thereof, plus

        (c)   the fair market value of any property or assets other than cash received by the Company in the form of a Capital Contribution or in exchange for the Company's Qualified Capital Stock (other than from one of the Company's Subsidiaries), after the Issue Date; provided that if the fair market value of such property or assets acquired in any transaction or series of related transactions is (i) less than $10,000,000, the determination of fair market value shall be made by the Company's Board of Directors and (ii) $10,000,000, or more, the determination of fair market value shall be made by Board of Directors of the Company after it has received an opinion or valuation with respect to the fair market value of such property or assets from an independent investment banking firm, appraisal or valuation firm, in each case of national reputation in the United States, which opinion shall have been obtained within 90 days of the consummation of such Capital Contribution; plus

        (d)   except in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person resulting from cash distributions on or cash repayments of any Investment, including payments of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Company or any Subsidiary or from the Net Cash Proceeds from the sale of any such Investment or from redesignations of Unrestricted Subsidiaries as Subsidiaries (valued in each case as provided in the definition of Investments), not to exceed, in each case, the amount of Investments previously made by the Company or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition.

        Notwithstanding the foregoing clauses (2) and (3) of the first paragraph of this Section 4.9, however, the Company and the Company's Subsidiaries may make the following:

        (a)   payments of cash dividends, distributions or advances to any Parent Entity for repurchases of Capital Stock of any parent entity from the Company's employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of, any Parent Entity or any Subsidiary of the Company or any subsidiary of any Parent Entity upon their death, disability or termination

48

of employment, provided such repurchases are made with the proceeds of such dividends within three Business Days of the payment of such dividends, and payments of cash, or dividends, distributions or advances to any Parent Entity to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of, or issuance of Capital Stock in lieu of cash dividends on, any Capital Stock of any Parent Entity, in an aggregate amount not to exceed $2,000,000 in any calendar year; provided, that if the aggregate amount permitted to be paid in any calendar year has not been paid, any such shortfall amount in any preceding year may be carried forward and paid in a subsequent year, in addition to the amount permitted for such calendar year, in an aggregate amount not to exceed $6,000,000 in any calendar year; provided, further that the aggregate amount of all such payments pursuant to this clause (a) prior to consummation of the MedSource Acquisition shall not exceed $100,000;

        (b)   the payment of any dividend on Disqualified Capital Stock issued in accordance Section 4.7;

        (c)   other Restricted Payments not otherwise permitted pursuant to this Section 4.9 in an aggregate amount not to exceed $10,000,000;

        (d)   after consummation of the MedSource Acquisition, payments of cash dividends, distributions or advances to any Parent Entity for payment of fees to the Principals or their Affiliates; provided that the aggregate amount of such payments pursuant to this clause (d) shall not exceed $900,000 during any twelve month period plus transaction fees equal to the greater of (A) $150,000 per transaction and (B) 2% of the value of any transactions and reimbursement of any reasonable out-of-pocket expenses of the Principals or their Affiliates, in each case, in accordance with the Management Agreements;

        (e)   payments of cash dividends, distributions or advances to any Parent Entity for redemption of Parent's Class B-1 and B-2 convertible preferred stock and for payments to the holders of warrants for shares of Parent's Class A-8 5% convertible preferred stock in connection with the exercise of such warrants; provided that the aggregate amount of such payments pursuant to this clause (e) shall not exceed $160,000; and

        (f)    the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Indebtedness or Disqualified Capital Stock of the Company upon a change of control or with the proceeds from an Asset Sale to the extent required by the terms of such Subordinated Indebtedness or Disqualified Capital Stock but only after the Company shall have complied with Sections 4.12 and 4.13, as the case may be, and purchased all notes properly tendered pursuant to the relevant offer prior to purchasing, redeeming or repaying such Subordinated Indebtedness or Disqualified Capital Stock;

and clauses (1), (2) and (3) of the first paragraph of this Section 4.9 will not prohibit:

        (g)   any dividend, distribution or other payments by any of the Company's Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests;

        (h)   a Qualified Exchange;

        (i)    from and after the date that the MedSource Acquisition is consummated, the payment of any dividends within 60 days after the date of its declaration if such dividend could have been made on the date of such declaration in compliance with this Indenture;

        (j)    the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price thereof;

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        (k)   payments to a Parent Entity, pursuant to this clause (k), to enable the Parent Entity to pay Federal, state or local tax liabilities (any such payments to a Parent Entity, a "Tax Payment"), in an amount not to exceed the lesser of (i) amount of any tax liabilities that would be otherwise payable by the Company and its Subsidiaries to the appropriate taxing authorities to the extent that the Parent Entity has an obligation to pay such tax liabilities relating to the Company's operations, assets, or capital or those of its Subsidiaries, and (ii) the amount determined by assuming that the Company is the parent company of an affiliated group (the "Company Affiliated Group") filing a consolidated Federal income tax return or consolidated, combined, unitary, or group, state or local income tax return, and that the Parent Entity and each such Subsidiary is a member of the Company Affiliated Group; provided, that any Tax Payments shall either be used by the Parent Entity to pay such tax liabilities within 90 days of the Parent Entity's receipt of such payment or refunded to the payee; and

        (l)    payments to any Parent Entity pursuant to this clause (l) in order to pay reasonable legal and accounting expenses, payroll and other compensation expenses of directors of such Parent Entity and any employees of such Parent Entity whose principal responsibilities involve management or other duties for the Company and its Subsidiaries, in each case, in the ordinary course of business, and other reasonable filing and listing fees and other reasonable corporate overhead expenses in the ordinary course of business (any of the foregoing, "Parent Payments"); provided, that any Parent Payments shall either be used by the Parent Entity to pay such expenses or fees within 30 days of the Parent Entity's receipt of such Parent Payment or refunded to the Company.

        The full amount of any Restricted Payment made pursuant to the foregoing clauses (b), (d), (e), (f) and (i), (but not pursuant to clause (a), (c), (g), (h), (j), (k) and (l)) of the immediately preceding sentence, however, will be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (3) of the first paragraph of this Section 4.9.

        For purposes of this Section 4.9, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in the good faith reasonable judgment of the Company's Board of Directors, unless stated otherwise, at the time made or returned, as applicable.

SECTION 4.10 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of the Company's Subsidiaries to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any of the Company's Subsidiaries, except:

        (1)   restrictions imposed by the Notes or this Indenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable, provided, that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes;

        (2)   restrictions imposed by applicable law;

        (3)   restrictions existing on the Issue Date;

        (4)   restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of the Company's Subsidiaries, which restrictions in each case existed at the time

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of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired;

        (5)   restrictions imposed by Indebtedness incurred under the Credit Facilities or other Senior Indebtedness incurred pursuant to Section 4.7 hereof; provided, that such restrictions are not materially more restrictive, taken as a whole, than those imposed by the New Credit Agreement, as of the date the MedSource Acquisition is consummated;

        (6)   restrictions solely with respect to any of the Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or any assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold or, in the case of a sale of all or substantially all of the Equity Interests of a Subsidiary, the cash or Cash Equivalents held by such Subsidiary;

        (7)   restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only to the transfer of the property acquired, constructed, installed, or leased with the proceeds of such Purchase Money Indebtedness;

        (8)   customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements;

        (9)   restrictions contained in Indebtedness incurred under clause (b) under Section 4.7 hereof;

        (10) customary restrictions or encumbrances contained in any Indebtedness incurred by a Foreign Subsidiary that apply only to such Foreign Subsidiary and its Subsidiaries;

        (11) restrictions in connection with and pursuant to amendments, modifications, restatements, increases, supplements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (4), (7), (10) or this clause (11) of this paragraph that are not materially more restrictive taken as a whole than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and

        (12) any encumbrance or restriction existing under Non-Recourse Securitization Entity Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity.

        Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease or any other contracts entered into in the ordinary course of business, consistent with industry practice shall not be prohibited by the foregoing and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

SECTION 4.11 Limitation on Transactions with Affiliates

        Neither the Company nor any of the Company's Subsidiaries shall be permitted on or after the Issue Date to enter into or suffer to exist any contract, agreement, arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or any series of related Affiliate Transactions (other than Exempted Affiliate Transactions), (1) unless it is determined that the terms of such Affiliate Transactions are fair and reasonable to the Company, and no less favorable to the Company than could have been obtained in an arm's length transaction with a non-Affiliate, and (2) if involving consideration to either party in excess of $2,000,000, unless such Affiliate Transaction(s) has been approved by a majority of the members of the Company's Board of Directors (including a majority of members of the Company's Board of Directors that are disinterested in such transaction, if there are

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any directors who are so disinterested), and (3) if involving consideration to either party in excess of $10,000,000, unless, in addition the Company, prior to the consummation thereof, obtains a written favorable opinion, which opinion can be subject to customary qualifications, as to the fairness of such transaction to the Company from a financial point of view from an independent investment banking firm of national reputation in the United States or an appraisal or valuation firm of national reputation in the United States. Within five days of any Affiliate Transaction(s) involving consideration to either party of $2,000,000 or more (other than Exempted Affiliate Transactions), the Company shall deliver to the Trustee an Officers' Certificate addressed to the Trustee certifying that such Affiliate Transaction(s) were made in compliance with this Indenture and a copy of the board resolutions and opinion as to the fairness of such transaction, as applicable.

SECTION 4.12 Limitation on Sale Of Assets And Subsidiary Stock

        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries (other than a Securitization Entity) to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of one of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Company's Subsidiaries, whether by the Company or one of the Company's Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of the Company's Subsidiaries and including any sale and leaseback transaction, other than in any such case to the Company or another Subsidiary (any of the foregoing, an "Asset Sale"), unless:

        (1)   at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents, Related Business Assets or a combination thereof; and

        (2)   with respect to any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $2,000,000, the Company's Board of Directors determines in good faith that the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale.

For purposes of clause (1) above of this Section 4.12, the following shall be deemed cash consideration: (a) Senior Indebtedness or balance sheet liabilities (other than contingent liabilities) assumed by a transferee in connection with such Asset Sale; provided, that the Company is and the Company's Subsidiaries are fully released from obligations in connection therewith; and (b) property that within 90 days of such Asset Sale is converted into cash or Cash Equivalents; provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

        Within 365 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") may be:

        (a)   invested in Related Business Assets, used to make Restricted Investments that are not prohibited by Section 4.9 hereof, or used to make Permitted Investments other than those permitted by clauses (a), (b), (c)(i), (c)(ii), (f) and (g) of the definition of Permitted Investments;

        (b)   used to retire Senior Indebtedness or Indebtedness of the Company's Foreign Subsidiaries and, in the case of Indebtedness that was incurred pursuant to paragraph (c) of Section 4.7 hereof, to permanently reduce the amount of such Indebtedness that is permitted to be incurred pursuant to paragraph (c) of Section 4.7 hereof, provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently so reduced by such amount;

        (c)   applied to the optional redemption of the Notes in accordance with the terms of this Indenture and to the optional redemption of other Indebtedness pari passu with the Notes with similar provisions requiring the Company to repurchase such Indebtedness with the proceeds from such Asset

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Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other pari passu Indebtedness then outstanding; or

        (d)   applied in any combination of the foregoing.

Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

        The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in the preceding paragraph shall constitute Excess Proceeds. Within 30 days after the date that the amount of Excess Proceeds exceeds $15,000,000, the Company shall apply an amount equal to the Excess Proceeds (rounded down to the nearest $1,000) (the "Asset Sale Offer Amount") by making an offer to repurchase the Notes and such other pari passu Indebtedness with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding (the "Asset Sale Offer"). The Company will offer to purchase the Notes in the Asset Sale Offer at a purchase price of 100% of the principal amount of the Notes (the "Asset Sale Offer Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment. Each Asset Sale Offer shall remain open for at least 20 Business Days and not more than 30 Business Days following its commencement (the "Asset Sale Offer Period").

        Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest (and Liquidated Damages) if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment, in the case of any Notes that have been tendered, and the price required by the terms of any such other pari passu Indebtedness with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by this Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

        Notwithstanding, and without complying with, the provisions of this Section 4.12:

        (1)   the Company may and the Company's Subsidiaries may, in the ordinary course of business, convey, sell, transfer, assign or otherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business;

        (2)   the Company may and the Company's Subsidiaries may liquidate Cash Equivalents;

        (3)   the Company may and the Company's Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Section 5.1;

        (4)   the Company may and the Company's Subsidiaries may sell or dispose of damaged, worn out or other obsolete personal property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the Company's business or the business of such Subsidiary, as applicable;

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        (5)   the Company may and each of the Company's Subsidiaries may surrender or waive contract rights or settle, release or surrender contract, tort or other litigation claims in the ordinary course of business;

        (6)   the Company may and each of the Company's Subsidiaries may grant Liens (and permit foreclosure thereon) not prohibited by this Indenture;

        (7)   the Company may and each of the Company's Subsidiaries may sell or grant licenses to use the Company's or any Subsidiary's intellectual property to the extent that such license does not prohibit the licensor from using such property;

        (8)   the Company may and each of the Company's Subsidiaries may sell assets received by the Company or any Subsidiary upon the foreclosure on a Lien;

        (9)   the Company may and each of the Company's Subsidiaries may sell or exchange equipment in connection with the purchase or other acquisition of other equipment;

        (10) the Company may and each of the Company's Subsidiaries may dispose any Equity Interests in or assets or rights of an Unrestricted Subsidiary;

        (11) the Company may and the Company's Subsidiaries may make conveyances, sales, assignments or other dispositions that constitute Permitted Investments and Restricted Payments and are not prohibited by Section 4.9 hereof;

        (12) the Company may, and the Company's Subsidiaries may, in one or a series of related transactions, sell or dispose of assets for which the Company or the Company's Subsidiaries receive aggregate consideration of less than $2,000,000.

        (13) the Company may, and the Company's Subsidiaries may, dispose of any receivables to a Securitization Entity pursuant to a Qualified Securitization Transaction so long as the Company or such Subsidiary receives (a) fair market value in such disposition and (b) cash and Cash Equivalents in an amount equal to 75% or more of the fair market value thereof (for purposes of this clause (13), Purchase Money Notes will be deemed to be cash);

        (14) any Securitization Entity may transfer receivables, or a fractional undivided interest therein, and any related assets in a Qualified Securitization Transaction; and

        (15) the Company or the Company's Subsidiaries may sell or dispose of any Equity Interests in or all or substantially all of the assets of UTI SFM Feinmechanit GmbH.

        All Net Cash Proceeds in excess of $2,000,000 from an Event of Loss shall be reinvested or used as otherwise provided above in the second paragraph of this Section 4.12.

        To the extent that the provisions of any securities laws or regulations conflict with the provisions of this paragraph, the Company's compliance or the compliance of any of the Company's Subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Company's obligations under this Section 4.12.

        If the payment date in connection with an Asset Sale Offer hereunder is on or after the Record Date for an Interest Payment Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

SECTION 4.13 Repurchase of Notes At The Option Of The Holder upon a Change of Control

        In the event that a Change of Control has occurred, each Holder of Notes will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or

54

any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 90 calendar days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date.

        The Change of Control Offer shall be made within 30 calendar days following a Change of Control and shall remain open for 20 Business Days following its commencement, or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall purchase all Notes properly tendered and not withdrawn in response to the Change of Control Offer.

        Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Facilities, any of the Company's other Senior Indebtedness or Senior Indebtedness of any Guarantor or obtain the consents of such lenders to such Change of Control Offer as set forth in the following paragraph, and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

        Prior to the commencement of a Change of Control Offer, the Company will:

        (1)   (a) repay in full in cash and terminate all commitments under Senior Indebtedness under the Credit Facilities and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under all Senior Indebtedness under the Credit Facilities and all such other Senior Indebtedness and repay the Senior Indebtedness owed to each lender which has accepted such offer in full; or

        (2)   obtain the requisite consents under the Credit Facilities and all such other Senior Indebtedness to permit the repurchase of the Notes as provided herein.

        The Company's failure to comply with the preceding sentence shall constitute an Event of Default described in Section 6.1 hereof.

        On or before the Change of Control Purchase Date, the Company will:

        (1)   accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) of all Notes or portions of Notes properly tendered; and

        (3)   deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company.

        The Company will promptly pay or cause to be paid to each Holder of Notes properly tendered an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to the Change of Control Purchase Date) and the Trustee promptly will authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under this Section 4.13.

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        If the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any) due on such Interest Payment Date will be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

        The provisions of this Indenture relating to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified prior to the occurrence of a Change of Control with the written consent of the holders of a majority in aggregate principal amount of the Notes outstanding.

SECTION 4.14 Subsidiary Guarantors

        (a)   The Company shall cause all of the Company's present and future Subsidiaries other than the Company's Foreign Subsidiaries and any Securitization Entity, to jointly and severally, irrevocably and unconditionally guaranty all principal, premium, if any, and interest on the Notes on a senior subordinated basis. Such future Subsidiaries of the Company shall become a Guarantor by executing a supplemental indenture, substantially in the form attached as Exhibit E.

        (b)   Notwithstanding anything herein or in this Indenture to the contrary, if any of the Company's Subsidiaries (including Foreign Subsidiaries) that is not a Guarantor guarantees any of the Company's other Indebtedness or any other Indebtedness of the Guarantors, or the Company or any of the Company's Subsidiaries, individually or collectively, pledges more than 66% of the aggregate voting power of the Voting Equity Interests of a Subsidiary (including Foreign Subsidiaries) that is not a Guarantor to a lender to secure the Company's Indebtedness or any Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor by executing a supplemental indenture, substantially in the form attached as Exhibit E.

SECTION 4.15 Limitation On Status As Investment Company

        The Company and its Subsidiaries shall be prohibited from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or from otherwise becoming subject to regulation under the Investment Company Act.

SECTION 4.16 Maintenance of Properties and Insurance

        The Company and the Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.16 shall prevent the Company or any Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a) (i) in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of such entity and (ii) would not have a material adverse effect on the ability of the Company and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture, and, to the extent applicable, (b) as otherwise permitted under Section 4.12 hereof.

        The Company and Guarantors shall provide, or cause to be provided, for themselves and each of their Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company, the Guarantors and such Subsidiaries.

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SECTION 4.17 Corporate Existence

        Subject to Section 4.13 and Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof would not have a material adverse effect on the ability of the Company to satisfy its obligations under the Notes, the Guarantees and this Indenture.

SECTION 4.18 Limitation on Layering Indebtedness

        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors will permit any of the Company's Subsidiaries to, directly or indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinate in right of payment to any of the Company's other Indebtedness or any other Indebtedness of a Guarantor unless, by its terms, such Indebtedness is contractually subordinate in right of payment to, or ranks pari passu with, the Notes or the Guarantee, as applicable.

ARTICLE V
SUCCESSORS

SECTION 5.1 Merger, Consolidation or Sale of Assets

        The Company shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the Company's assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a plan of liquidation, unless:

        (1)   either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations in connection with the Notes and this Indenture;

        (2)   no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction;

        (3)   unless such transaction is solely the merger of the Company and one of the Company's previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction, which transaction is not for the purpose of evading the restrictions imposed by this Indenture, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7 hereof or, if not, the Debt Incurrence Ratio on a pro forma basis is at least equal to the Debt Incurrence Ratio immediately prior thereto; and

        (4)   each Guarantor shall have, by amendment to its Guarantee and, as applicable this Indenture, if necessary confirmed in writing that its Guarantee shall apply to the obligations of the Company or the surviving entity in accordance with the Notes and this Indenture.

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SECTION 5.2 Successor Corporation Substituted

        Upon any consolidation or merger or any transfer of all or substantially all of the Company's assets in accordance with Section 5.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease or any transfer of all or substantially all of the Company's assets) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease or any transfer of all or substantially all of the Company's assets) the Company shall be released from the obligations under the Notes and this Indenture except with respect to any obligations that arise from, or are related to, such transaction.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the Company's properties and assets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets.

ARTICLE VI
DEFAULTS AND REMEDIES

SECTION 6.1 Events of Default

"Event of Default," wherever used herein, means any one of the following events:

        (a)   the Company's failure to pay any installment of interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days;

        (b)   the Company's failure to pay all or any part of the principal, or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;

        (c)   the Company's failure or the failure by any of the Company's Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or this Indenture and, except for the provisions under Section 5.1 hereof, the continuance of such failure for a period of 30 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding;

        (d)   a default in the Company's Indebtedness or the Indebtedness any of the Company's Subsidiaries with an aggregate amount outstanding in excess of $15,000,000 (a) resulting from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity;

        (e)   final unsatisfied judgments not covered by insurance aggregating in excess of $15,000,000, at any one time rendered against the Company or any of the Company's Subsidiaries and not stayed, bonded or discharged within 60 days; and

        (f)    any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and this Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee.

        (g)   a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law

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now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, Custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

        (h)   the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, Custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors.

        If a Default occurs and is continuing, the Trustee must, within 90 days after the receipt of notice of such Default, give to the Holders notice of such Default.

SECTION 6.2 Acceleration

        (a)   If an Event of Default occurs and is continuing (other than an Event of Default specified in Sections 6.1 (g) or (h) hereof relating to the Company or any of the Company's Significant Subsidiaries,) then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Holders) (an "Acceleration Notice"), may declare all principal, determined as set forth below, and accrued interest (and Liquidated Damages, if any) thereon to be due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding pursuant to the Credit Facilities, upon a declaration of such acceleration, such principal and interest shall be due and payable upon the earlier of (x) the fifth Business Day after sending the Company and the representative under the Credit Facilities such written notice, unless such Event of Default is cured or waived prior to such date and (y) the date of acceleration of any Senior Indebtedness under the Credit Facilities. In the event a declaration of acceleration resulting from an Event of Default described in Section 6.1(d) hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if such default is cured or waived or the Holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days thereof and the Trustee has received written notice of such cure, waiver or rescission and no other Event of Default described in Section 6.1(d) hereof has occurred that has not been cured or waived within 30 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in Sections 6.1(g) and (h) hereof, relating to the Company or any of the Company's Significant Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages, if any) thereon will be immediately due and payable on all outstanding Notes without any declaration or other act on the part of the Trustee or the Holders. The Holders of a majority in aggregate principal amount of Notes generally are authorized to rescind such acceleration if all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes which have become due solely by such acceleration, have been cured or waived.

        (b)   Prior to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may waive on behalf of all the Holders any Default, except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity.

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        (c)   The Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the Trustee, may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived.

        (d)   Notwithstanding clause (c) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon.

SECTION 6.3 Other Remedies

        If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, Liquidated Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.4 Waiver of Past Defaults

        Subject to Section 6.7 hereof, the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may, on behalf of all Holders, waive any existing or past Default or Event of Default hereunder and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of the principal of, premium, and Liquidated Damages, if any, or interest on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default (as defined below) that resulted from such acceleration.

        Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right arising therefrom.

SECTION 6.5 Control by Majority

        Subject to the provisions of this Indenture and applicable law, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines in good faith may be unduly prejudicial to the rights of other Holders of Notes not joining in the giving of such direction or that may involve the Trustee in personal liability and the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Notes.

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SECTION 6.6 Limitation on Suits

        A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

        (a)   the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

        (b)   the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

        (c)   such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

        (d)   the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

        (e)   during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

        A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

SECTION 6.7 Rights of Holders of Notes to Receive Payment

        Notwithstanding any other provision of this Indenture, except as permitted by Section 9.2 hereof, the right of any Holder of a Note to receive payment of the principal of, premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8 Collection Suit by Trustee

        If an Event of Default specified in Section 6.1 hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9 Trustee May File Proofs of Claim

        The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement

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or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditor's committee.

SECTION 6.10 Priorities

        If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:

        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection (including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel);

        Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any, and interest, respectively; and

        Third:    to the Company or to such party as a court of competent jurisdiction shall direct.

        The Trustee may fix a Record Date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11 Undertaking for Costs

        In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII
TRUSTEE

SECTION 7.1 Duties of Trustee

        (a)   If an Event of Default of which the Trustee has knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

        (b)   Except during the continuance of an Event of Default of which the Trustee has knowledge:

        (i)    the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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        (ii)   in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

        (c)   The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        (i)    this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;

        (ii)   the Trustee shall not be liable for any error of judgment made in good faith by an Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

        (iii)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

        (d)   Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.1 and 7.2 hereof.

        (e)   No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

        (f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2 Rights of Trustee

        (a)   In connection with the Trustee's rights and duties under this Indenture, the Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

        (b)   Before the Trustee acts or refrains from acting under this Indenture, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

        (c)   The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

        (d)   The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

        (e)   Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

        (f)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

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        (g)   Except with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(a), 6.1(b) and 4.1 hereof or (ii) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or an officer in the corporate trust administration of the Trustee shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 4.3 hereof is for informational purposes only and the Trustee's receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's or any Guarantor's, as applicable, compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).

        (h)   The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit.

SECTION 7.3 Individual Rights of Trustee

        The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4 Trustee's Disclaimer

        The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes or any money paid to the Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5 Notice of Defaults

        If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice in the manner and to the extent provided by Section 313(c) of the TIA of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, Liquidated Damages, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.6 Reports by Trustee to Holders of the Notes

        Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in

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TIA § 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

        A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION 7.7 Compensation and Indemnity

        The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel.

        The Company shall indemnify the Trustee against any and all losses, liabilities or expenses (including reasonable attorneys' fees) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

        The obligations of the Company under this Section 7.7 shall survive the satisfaction and discharge of this Indenture.

        To secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.1(g) or 6.1(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

        The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.8 Replacement of Trustee

        A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.8.

        The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then

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outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

        (a)   the Trustee fails to comply with Section 7.10 hereof;

        (b)   the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

        (c)   a Custodian or public officer takes charge of the Trustee or its property; or

        (d)   the Trustee becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

        If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

        If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10 hereof, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9 Successor Trustee by Merger, etc.

        If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10 Eligibility; Disqualification

        There shall at all times be a Trustee hereunder that is a corporation or trust company (or a member of a bank holding company) organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has (or the bank holding company of which it is a member has) a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

        This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

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SECTION 7.11 Preferential Collection of Claims Against Company

        The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
AND SATISFACTION AND DISCHARGE

SECTION 8.1 Option to Effect Legal Defeasance or Covenant Defeasance

        The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2 Legal Defeasance and Discharge

        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, each of the Company and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees), which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section 8.4, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Sections 2.6, 2.7 and 2.10 and Section 4.2 hereof, (c) the rights, powers, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3 Covenant Defeasance

        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, the Company and the Guarantors shall be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and Article V hereof and the Guarantors shall be released from their obligations under Article X hereof, in each case on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes and the Guarantees shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or

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limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, (x) Sections 6.1(c) through 6.1(f) hereof shall not constitute Events of Default and (y) Sections 6.1(g) and 6.1(h) hereof shall not constitute an Event of Default to the extent they occur after the 91st day following the occurrence of the Company's exercise of Covenant Defeasance; provided, however that for all other purposes as set forth herein, such Covenant Defeasance provisions shall be effective.

SECTION 8.4 Conditions to Legal or Covenant Defeasance

        The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (a)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States legal tender, U.S. Government Obligations, or a combination thereof, in amounts that will be sufficient, in the opinion of a nationally recognized firm of independent public accountants which opinion can be subject to customary qualifications, to pay the principal of, premium, if any, and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Trustee must have, for the benefit of Holders of the Notes, a valid, perfected exclusive security interest in such trust;

        (b)   in the case of an election under Section 8.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel which opinion can be subject to customary qualifications reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (c)   in the case of an election under Section 8.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel which opinion can be subject to customary qualifications reasonably acceptable to the Trustee confirming that Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (d)   in the case of an election under Section 8.2 or 8.3 hereof, (x) no Default or Event of Default shall have occurred and be continuing on the date of the deposit, and (y) in the case of an election under Section 8.2 hereof, no Event of Default specified in Section 6.1(g) or (h) hereof may occur at any time from the date of the deposit to the 91^st calendar day thereafter;

        (e)   the Defeasance may not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (f)    the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent to hinder, delay or defraud any other of the Company's creditors; and

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        (g)   the Company must deliver to the Trustee an Officers' Certificate confirming the satisfaction of the conditions in clauses (a) through (f) above, and an Opinion of Counsel, confirming the satisfaction of the conditions in clauses (a) (with respect to the validity and perfection of the security interest), (b), (c) and (e).

        Legal Defeasance and Covenant Defeasance shall be deemed to occur on the earlier of (i) the 91^st day after the deposit, and (ii) the day on which all of the applicable conditions set forth in this Section 8.4 are satisfied.

        If the amount deposited with the Trustee to effect a Defeasance is insufficient to pay the principal of, premium, if any, and interest on the Notes when due, or if any court enters an order directing the repayment of the deposit to the Company or otherwise making the deposit unavailable to make payments under the Notes when due, then (so long as the insufficiency exists or the order remains in effect) the Company and the Guarantors' obligations under this Indenture and the Notes will be revived, and the Defeasance will be deemed not to have occurred.

SECTION 8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

        Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

        Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6 Repayment to Company

        Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from

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the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.7 Reinstatement

        If the Trustee or Paying Agent is unable to apply any United States legal tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order directing the repayment of the deposited money to the Company or otherwise making the deposit unavailable to make payments under the Notes when due, or if any court enters an order avoiding the deposit of money with the Trustee or Paying Agent or otherwise requires the payment of the money so deposited to the Company or to a fund for the benefit of its creditors, then (so long as the insufficiency exists or the order remains in effect) the Company's and the Guarantors' obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.3 or 8.4 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.3 or 8.4 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, Liquidated Damages, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.8 Satisfaction and Discharge

        This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes) as to all outstanding Notes when either:

        (a)   All outstanding Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

        (b)   (1) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

        (2)   the Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be;

        (3)   such deposit does not and will not result in a breach or violation of, or constitute a Default under this Indenture or a default under any other material agreement or instrument to which the Company or any of the Company's Subsidiaries are a party or are otherwise bound;

        (4)   the Company shall have paid all other amounts payable by the Company under this Indenture;

        (5)   the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with intent to hinder, delay, or defraud any other of the Company's creditors; and

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        (6)   the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, which opinion can be subject to customary qualifications, confirming the satisfaction of the conditions in clause (3) above.

ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1 Without Consent of Holders of Notes

        Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee, without the consent of any Holder of a Note:

        (a)   to cure any ambiguity, defect or inconsistency;

        (b)   to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article II hereof (including the related definitions) in a manner that does not materially adversely affect any Holder;

        (c)   to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V hereof;

        (d)   to provide for additional Guarantors as set forth in Section 4.14 hereof or for the release or assumption of a Guarantee in compliance with this Indenture;

        (e)   to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder of the Note;

        (f)    to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein;

        (g)   to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or

        (h)   to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof.

        Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.2 With Consent of Holders of Notes

        Except as expressly stated otherwise in this Section 9.2, and subject to Sections 6.4 and 6.7 hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, the Additional Notes, if any, voting as a single class) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then

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outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

        Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or any Subsidiary with any provision of this Indenture, the Notes or the Guarantees.

        However, without the consent of each Holder affected (it being understood that, except as expressly stated otherwise in paragraphs (a) through (c) below, Sections 4.12 and 4.13 hereof may be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

        (a)   change the Stated Maturity on any Note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon the redemption thereof at the Company's option, or change the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at the Company's option, on or after the Redemption Date), or after an Asset Sale or Change of Control has occurred reduce the Change of Control Purchase Price or the Asset Sale Offer Price with respect to the corresponding Asset Sale or Change of Control or alter the provisions (including the defined terms used therein) regarding the Company's right to redeem the Notes at the Company's option in a manner adverse to the Holders;

        (b)   reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver provided for in this Indenture; or

        (c)   modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

        Notwithstanding the foregoing, no amendment to the subordination provisions of this Indenture may adversely affect the rights of any holders of Designated Senior Indebtedness then outstanding without the consent of the holders of such Designated Senior Indebtedness (or any group or representative thereof authorized to give such consent).

        In connection with any amendment, supplement or waiver under this Article IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

        Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

        It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

        After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,

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supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.

SECTION 9.3 Compliance with Trust Indenture Act

        Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

SECTION 9.4 Revocation and Effect of Consents

        Until an amendment, supplement or waiver becomes effective (as determined by the Company and which may be prior to any such amendment, supplement or waiver becoming operative), a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same Indebtedness as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective (as determined by the Company), which may be prior to any such amendment, supplement or waiver becoming operative.

        The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be the date so fixed by the Company notwithstanding the provisions of the TIA. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date, and only those Persons (or their duly designated proxies), shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.

        After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes a change described in any of clauses (a) through (d) of Section 9.2 hereof, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal and premium of and interest (and Liquidated Damages, if any) on a Note, on or after the respective dates set for such amounts to become due and payable expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates.

SECTION 9.5 Notation on or Exchange of Notes

        The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

        Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6 Trustee to Sign Amendments, etc.

        The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental Indenture, the Trustee

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shall be entitled to receive indemnity reasonably satisfactory to it and to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture.

ARTICLE X
GUARANTEES

SECTION 10.1 Guarantees

        By its execution of the Guarantee attached to each Note and this Indenture or a supplemental Indenture in the Form of Exhibit E attached hereto, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services, and the Holders are relying on the Notes being guaranteed by the Guarantors to the extent required by this Indenture. Accordingly, subject to the provisions of this Article X, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and interest on overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 hereof (collectively, the "Guarantee Obligations").

        Subject to the provisions of this Article X hereof, each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than

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that of the principal; (f) any defense arising because of a Benefited Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided herein, the Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article VIII hereof.

        If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantors, or any trustee, Custodian or liquidator or similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such rights does not impair the rights of the Holders of the Guarantees.

SECTION 10.2 Execution and Delivery of Guarantees

        To evidence the Guarantees set forth in Section 10.1 hereof, each of the Guarantors agrees that a notation of the Guarantees substantially in the form included in Exhibit A hereto shall be endorsed by an officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each of the Guarantors by an Officer of each of the Guarantors.

        Each of the Guarantors agree that the Guarantees set forth in this Article X shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantees.

        If an Officer whose facsimile signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantees are endorsed, the Guarantees shall be valid nevertheless.

        The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Guarantors.

SECTION 10.3 Guarantors May Consolidate, etc., on Certain Terms

        (a)   Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of any Guarantor with or into each other or with or into the Company or prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Upon any such consolidation or merger, the Guarantee of the Guarantor that does not survive the consolidation, merger or sale shall no longer be of any force or effect.

        (b)   Except for a merger or consolidation in which a Guarantor is sold and its Guarantee is released in compliance with the provisions of Section 10.4 hereof, no Guarantor shall consolidate or

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merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, (i) subject to the provisions of Section 10.4 hereof and the other provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth in this Indenture; and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor corporation shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

        (c)   The Trustee, subject to the provisions of Section 12.4 hereof, shall be entitled to receive an Officers' Certificate as conclusive evidence that any such consolidation or merger, and any such assumption of Guarantee Obligations, comply with the provisions of this Section 10.3. Such Officers' Certificate shall comply with the provisions of Section 12.5 hereof.

SECTION 10.4 Release of Guarantors

        Notwithstanding Section 10.3(b) hereof, upon the sale or disposition (including by merger or stock purchase) of a Guarantor (as an entirety) or of all or substantially all of its assets to an entity which is not and is not required to become a Guarantor, or the designation of a Subsidiary as an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.12 hereof), such Guarantor will be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such termination shall occur only to the extent that, following consummation of such transaction, all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any of the Company's Indebtedness or any Indebtedness of any other of the Company's Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries.

        Any Guarantee that is defeased or discharged in accordance with Article VIII hereof will be released. Furthermore, any Guarantor that became a Guarantor because it guaranteed any of the Company's other Indebtedness or any other Indebtedness of the Guarantors, or, because more than 66% of the voting power of its Voting Equity Interests were pledged to a lender to secure the Company's Indebtedness or any Indebtedness of any Guarantor, and such Guarantor is released from that guarantee, then it shall also be released from its Guarantee under this Indenture.

        Upon delivery by the Company to the Trustee of an Officer's Certificate, to the effect that such sale or other disposition or that such designation was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee

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shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

        Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

SECTION 10.5 Limitation of Guarantor's Liability; certain bankruptcy events

        (a)   Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee Obligation of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and such Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to such maximum amount and to any collections from rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the Guarantee Obligations of such other Guarantor under this Article X, result in the Guarantee Obligations of such Guarantor under this Article X, resulting in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

        (b)   Each Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether under Section 362 or 105 of the Bankruptcy Law or otherwise.

SECTION 10.6 Application of Certain Terms and Provisions to the Guarantors

        (a)   For purposes of any provision of this Indenture which provides for the delivery by any Guarantor of an Officers' Certificate and/or an Opinion of Counsel, the definitions of such terms in Section 1.1 hereof shall apply to such Guarantor as if references therein to the Company were references to such Guarantor.

        (b)   Any request, direction, order or demand which by any provision of this Indenture is to be made by any Guarantor, shall be sufficient if evidenced as described in Section 12.2 hereof as if references therein to the Company were references to such Guarantor.

        (c)   Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes to or on any Guarantor may be given or served as described in Section 12.2 hereof as if references therein to the Company were references to such Guarantor.

        (d)   Upon any demand, request or application by any Guarantor to the Trustee to take any action under this Indenture, such Guarantor shall furnish to the Trustee such certificates and opinions as are required in Section 12.4 hereof as if all references therein to the Company were references to such Guarantor.

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SECTION 10.7 Subordination of guarantees

        The obligations of each Guarantor under its Guarantee pursuant to this Article X is subordinated in right of payment to the prior payment in full in cash of all Senior Indebtedness of such Guarantor on the same basis as the Notes are subordinated to Senior Indebtedness of the Company as provided for in Article XI hereof. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of Notes pursuant to this Indenture, including as set forth in Article XI hereof. In the event that the Trustee or the Holders receive any payment from a Guarantor at a time when such payment is prohibited by the foregoing sentence, such payment shall be held in trust for the benefit of, and immediately paid over and delivered to, the holders of the Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay in full in cash all such Senior Indebtedness and to cash collateralize any letters of credit issued under the Credit Facilities that remain effective.

ARTICLE XI
SUBORDINATION

SECTION 11.1 Notes Subordinated to Senior Indebtedness

        The Company and the Guarantors, and each Holder by its acceptance of Notes, agree that (a) the payment of any Obligation in respect of the Notes, including the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes and (b) any other payment in respect of the Notes, including on account of the acquisition or redemption of the Notes by the Company and the Guarantors (including, without limitation, pursuant to Sections 4.12 and 4.13 hereof) is subordinated, to the extent and in the manner provided in this Article XI, to the prior payment in full in cash of all Senior Indebtedness of the Company and the termination or cash collateralization of all letters of credit issued under the Credit Facilities and that these subordination provisions are for the benefit of the holders of Senior Indebtedness.

        This Article XI shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

SECTION 11.2 No Payment on Notes in Certain Circumstances

        (a)   Neither the Company nor any Guarantor may make payment (by set-off or otherwise) to the Holders of the Notes on account of any Obligation in respect of the Notes or on account of the redemption provisions of the Notes (including any repurchases of Notes), for cash or property (other than Junior Securities): (i) upon the maturity of the Company's Senior Indebtedness or any Senior Indebtedness of any Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest and other amounts on such Senior Indebtedness are first paid in full in cash and, in the case of Senior Indebtedness under the Credit Facilities, all letters of credit issued under the Credit Facilities shall either have been terminated or cash collateralized in accordance with the terms thereof; or (ii) in the event of default in the payment of any principal of, premium, if any, or interest or other amounts on the Company's Senior Indebtedness or Senior Indebtedness of such Guarantor, as applicable, when such Senior Indebtedness becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist or such Senior Indebtedness has been paid in full in cash and all letters of credit issued under the Credit Facilities have been terminated or cash collateralized in accordance with the terms thereof.

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        (b)   Upon (i) the happening of an event of default other than a Payment Default that permits the holders of any Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and (ii) written notice of such event of default delivered to the Company and the Trustee by the holders or representatives of the holders of any Designated Senior Indebtedness (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor, in each case, which is an obligor or guarantor under such Designated Senior Indebtedness, to the Holders of the Notes on account of any Obligation in respect of the Notes or on account of the redemption provisions of the Notes (including any repurchase of the Notes), in any such case, other than payments made with Junior Securities. Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall and the Guarantors shall be required to pay all sums not previously paid to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes.

        Any number of Payment Blockage Notices may be given; provided, however, that: (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no non-Payment Default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period shall be made the basis for the commencement of any other Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 days (for purposes of this provision, any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new Event of Default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior Event of Default previously existed, shall constitute a new Event of Default for this purpose).

        (c)   In furtherance of the provisions of Section 11.1 hereof, in the event that, notwithstanding the foregoing provisions of this Section 11.2 or Section 11.3 hereof, any payment or distribution of assets of the Company or any Guarantor (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions of this Section 11.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be immediately paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full in cash and to cash collateralize all letters of credit issued under the Credit Facilities that remain outstanding after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

SECTION 11.3 Notes Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization

        Upon any distribution of assets of the Company or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of the Company or a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or liabilities:

        (a)   the holders of all of the Company's Senior Indebtedness or such Guarantor's Senior Indebtedness, as applicable, will first be entitled to receive payment in full in cash and all letters of

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credit issued under the Credit Facilities will either have been terminated or cash collateralized in accordance with the terms thereof before the Holders are entitled to receive any payment (other than in the form of Junior Securities) on account of any Obligation in respect of the Notes or on account of the redemption provision of the Notes (including any repurchases of the Notes); and

        (b)   any payment or distribution of the Company's or such Guarantor's assets of any kind or character from any source, whether in cash, property or securities (other than Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the subordination provisions contained in this Indenture, will be paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Indebtedness or their representative to the extent necessary to make payment in full in cash on all such Senior Indebtedness remaining unpaid and to cash collateralize all letters of credit issued under the Credit Facilities that remain outstanding, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

SECTION 11.4 Holders to Be Subrogated to Rights of Holders of Senior Indebtedness

        Subject to the termination or cash collateralization of all letters of credit issued under the Credit Facilities and the payment in full in cash of all Senior Indebtedness of the Company or any Guarantor as provided herein, the Holders of Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on the Notes shall be paid in full, and for the purpose of such subrogation no such payments or distributions to the holders of such Senior Indebtedness by or on behalf of the Company or any Guarantor, or by or on behalf of the Holders by virtue of this Article XI, which otherwise would have been made to the Holders shall, as between the Company or any Guarantor and the Holders, be deemed to be payment by the Company or any Guarantor or on account of such Senior Indebtedness, it being understood that the provisions of this Article XI are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of such Senior Indebtedness, on the other hand.

SECTION 11.5 Relative Rights

        This Article XI defines the relative rights of Holders and holders of Senior Indebtedness. Nothing in this Indenture shall: (1) impair, as between the Company and Holders, the obligation of the Company or the obligation of the Guarantors, which is absolute and unconditional, to pay, when due, principal of, premium, if any, and interest on or (Liquidated Damages, if any, on) the Notes in accordance with their terms; (2) affect the relative rights of Holders and creditors of the Company other than their rights in relation to holders of Senior Indebtedness; or (3) prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders.

SECTION 11.6 Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.

        The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee unless and until a Trust Officer of the Trustee or any Paying Agent shall have received, no later than three Business Days prior to such payment written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any representative therefor and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 7.1 and 7.2 hereof, shall be entitled in all respects conclusively to assume that no such fact exists.

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        Notwithstanding anything to the contrary in this Article XI or elsewhere in this Indenture or in the Notes, upon any distribution of assets of the Company and the Guarantors referred to in this Article XI, the Trustee, subject to the provisions of Sections 7.1 and 7.2 hereof, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company or any Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XI so long as such court has been apprised of the provisions of, or the order, decree or certificate makes reference to, the provisions of this Article XI.

SECTION 11.7 Application by Trustee of Assets Deposited with it

        Amounts deposited in trust with the Trustee pursuant to and in accordance with Article VIII hereof shall be for the sole benefit of Holders and, to the extent the making of such deposit by the Company shall (i) not be in contravention of any term or provision of the Credit Facilities when made and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article XI. Otherwise, any deposit of assets with the Trustee or the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of Sections 11.1, 11.2, 11.3 and 11.4 hereof; provided, that, if prior to one Business Day preceding the date on which by the terms of this Indenture any such assets may become distributable for any purpose (including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to such assets the written notice provided for in Section 11.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

SECTION 11.8 Subordination Rights Not Impaired by Acts or Omissions of the Company, the Guarantors or Holders of Senior Indebtedness

        No right of any present or future holders of any Senior Indebtedness to enforce the subordination provisions contained in this Article XI shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company or any Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of the Senior Indebtedness or any security therefor and release, sell or exchange such security and otherwise deal freely with the Company and the Guarantors, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders. The subordination provisions contained in this Indenture are for the benefit of the holders from time to time of Senior Indebtedness and may not be rescinded, cancelled, amended or modified in any way other than any amendment or modification that is consented to by each holder of Senior Indebtedness that would be adversely affected thereby. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of the Senior Indebtedness upon the insolvency, bankruptcy, or reorganization of the Company, any Guarantor, or otherwise, all as though such payment has not been made.

SECTION 11.9 Holders Authorize Trustee to Effectuate Subordination of Notes.

        Each Holder of the Notes by his acceptance thereof authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination

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provisions contained in this Article XI and to protect the rights of the Holders pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or reorganization of the Company or any Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Guarantor), the immediate filing of a claim for the unpaid balance of his Notes in the form required in said proceedings and cause said claim to be approved. In the event of any liquidation or reorganization of the Company or any Guarantor in bankruptcy, insolvency, receivership or similar proceeding, if the Holders of the Notes (or the Trustee on their behalf) have not filed any claim, proof of claim, or other instrument of similar character necessary to enforce the obligations of the Company or any Guarantor in respect of the Notes at least thirty (30) days before the expiration of the time to file the same, then in such event, but only in such event, the holders of the Senior Indebtedness or a representative on their behalf may, as an attorney-in-fact for such Holders, file any claim, proof of claim, or other instrument of similar character on behalf of such Holders. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Indebtedness or their representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Indebtedness or their representative to vote in respect of the claim of any Holder in any such proceeding.

SECTION 11.10 Right of Trustee to Hold Senior Indebtedness

        The Trustee shall be entitled to all of the rights set forth in this Article XI in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

        Nothing in this Article XI shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof.

SECTION 11.11 Article XI Not to Prevent Events of Default

        The failure to make a payment on account of principal of, premium, if any, or interest (or Liquidated Damages, if any) on the Notes by reason of any provision of this Article XI shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 6.1 or in any way limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the Notes.

SECTION 11.12 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness

        The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to the Holders of Notes or the Company, any Guarantor or any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XI or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XI and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. Nothing in this Section 11.12 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative. In the event of any conflict between the fiduciary duty of the Trustee to the Holders of Notes and to the holders of Senior Indebtedness, the Trustee is expressly authorized to resolve such conflict in favor of the Holders.

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ARTICLE XII
MISCELLANEOUS

SECTION 12.1 Trust Indenture Act Controls

        If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA, the imposed duties shall control.

SECTION 12.2 Notices

        Any notice or communication by the Company, any Guarantor or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others' address:

        If to the Company and the Guarantors:

        Medical Device Manufacturing, Inc.

200 West 7th Avenue
Collegeville, PA 19426
Attention: Chief Financial Officer


with copies in either case (which shall not constitute notice) to:

Hogan & Hartson LLP
One Tabor Center
1200 Seventeenth Street
Suite 1500
Denver, Colorado 80202
Attention: Christopher Walsh

        If to the Trustee:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Corporate Trust Department

        The Company, the Guarantors or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

        All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when answered back, if telexed; (iii) when receipt acknowledged, if telecopied; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

        Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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        If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.3 Communication by Holders of Notes with Other Holders of Notes

        Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.4 Certificate and Opinion as to Conditions Precedent

        Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

        (a)   an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

        (b)   an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.5 Statements Required in Certificate or Opinion

        Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

        (a)   a statement that the Person making such certificate or opinion has read such covenant or condition;

        (b)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (c)   a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

        (d)   a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificate of public officials.

SECTION 12.6 Rules by Trustee and Agents

        The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.7 No Personal Liability of Directors, Officers, Employees and Stockholders

        No past, present or future direct or indirect stockholder, employee, officer or director, as such, of the Company, the Guarantors or any successor entity shall have any personal liability in respect of the Company's obligations or the obligations of the Guarantors under this Indenture or the Notes solely by reason of his, her or its status as such stockholder, employee, officer or director, except that this provision shall in no way limit the obligation of any Guarantor pursuant to any guarantee of the Notes.

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Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.8 Governing Law

        THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

SECTION 12.9 No Adverse Interpretation of Other Agreements

        This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10 Successors

        All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.11 Severability

        In case any one or more of the provisions of this Indenture or in the Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 12.12 Counterpart Originals

        The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 12.13 Table of Contents, Headings, Etc.

        The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of the date first written above.

THE COMPANY: MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
GUARANTORS: AMERICAN TECHNICAL MOLDING, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
NOBLE-MET, LTD.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
G&D, INC. D/B/A STAR GUIDE CORPORATION
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
UTI HOLDING COMPANY
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
UTI CORPORATION, a Pennsylvania corporation
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary

MICRO-GUIDE, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
VENUSA, LTD.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
SPECTRUM MANUFACTURING, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
BRIMFIELD ACQUISITION CORP.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
BRIMFIELD PRECISION, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary

KELCO ACQUISITION, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
HAYDEN PRECISION INDUSTRIES, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
PORTLYN, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
THE MICROSPRING COMPANY, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
TENAX, LLC
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
THERMAT ACQUISITION CORP.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES NEWTON, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary

MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
MEDSOURCE TRENTON, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
NATIONAL WIRE & STAMPING, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
TEXCEL, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
CYCAM, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
ELX, INC.
By:	/s/  STEWART A. FISHER Name: Stewart A. Fisher Title: Chief Financial Officer and Secretary
THE TRUSTEE: U.S. NATIONAL BANK ASSOCIATION
By:	/s/  RICHARD PROKOSCH Name: Richard Prokosch Title: Vice President

EXHIBIT A

[FORM OF NOTE]

MEDICAL DEVICE MANUFACTURING, INC.

10% [SERIES A] [SERIES B](1) SENIOR SUBORDINATED NOTE DUE 2012

(1)

Series A should be replaced with Series B in the Exchange Notes.

	CUSIP:
No.	$

        Medical Device Manufacturing, Inc., a Colorado corporation (hereinafter called the "Company" which term includes any successors under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of                        Dollars, on July 15, 2012.

        Interest Payment Dates: January 15 and July 15 commencing January 15, 2005.

        Record Dates: January 1 and July 1, commencing January 1, 2005.

        Reference is made to the further provisions of this Note on the reverse side, which will, for all purposes, have the same effect as if set forth at this place.

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        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

MEDICAL DEVICE MANUFACTURING, INC. a Colorado corporation
By:	Name: Title:
By:	Name: Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION

By:
Authorized Signatory

Dated: [            ]

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(Back of Note)

10% [Series A] [Series B](2) Senior Subordinated Notes due 2012

(2)

Series A should be replaced with Series B in the Exchange Notes.

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](3)

(3)

To be included only on Global Notes deposited with DTC as Depositary.

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](4)

(4)

To be included only on Global Notes deposited with DTC as Depositary.

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

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THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.](5)

(5)

To be included only on Transfer Restricted Notes.

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.](6)

(6)

To be included only on Reg S Temporary Global Notes.

        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.

Interest. Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), promises to pay interest on the principal amount of this Note at 10% per annum from the Issue Date until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). The first Interest Payment Date shall be January 15, 2005. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date (defined below) referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.

Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 immediately preceding the Interest Payment Date (each a

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"Record Date"), even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture (as defined below) with respect to defaulted interest. The Notes will be payable as to principal, interest, premium, if any, and Liquidated Damages, if any, at the office or agency of the Company maintained within the City and State of New York for such purpose, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided, that payment by wire transfer of immediately available funds to an account within the United States will be required with respect to principal of and interest, premium, if any, and Liquidated Damages, if any, on all Global Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.

Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.

Indenture. The Company issued the Notes under an Indenture, dated as of the Issue Date ("Indenture"), by and among the Company, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.

5.

Optional Redemption.

        (a)   Except as set forth in clause (b), the Company shall not have the option to redeem the Notes pursuant to this Section 5 prior to July 15, 2008. The Notes will be redeemable for cash at the option of the Company, in whole or in part, at any time on or after July 15, 2008, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing July 15th of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date:

Year	Percentage
2008	105.000	%
2009	102.500	%
2010 and thereafter	100.000	%

        (b)   Notwithstanding the provisions of clause (a) of this Section 5, at any time or from time to time on or prior to July 15, 2007 upon one or more Qualified Equity Offerings, up to 35% of the aggregate principal amount of the Notes issued pursuant to the Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at the Company's option within 90 days of the closing of such Qualified Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Company from the Net Cash Proceeds of such Qualified Equity Offering, at a redemption price equal to 110.000% of principal, together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date; provided, however, that immediately following such redemption not less than 65% of the aggregate principal amount of the Notes originally issued pursuant to the Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding any replacement Notes).

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        (c)   Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption unless the Company defaults in such payments due on the redemption date.

        (d)   The Notes will not have the benefit of any sinking fund and the Company shall not be required to make any mandatory redemption payments with respect to the Notes.

        6.     Offers to Purchase.

        (a)   Change of Control. Subject to certain exceptions set forth in the Indenture, in the event that a Change of Control has occurred, each Holder of Notes will have the right, at such Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of Control Purchase Date") that is no later than 90 calendar days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date.

        The Change of Control Offer shall be made within 30 calendar days following a Change of Control and shall remain open for 20 Business Days following its commencement, or such other period as may be required by applicable law (the "Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall purchase all Notes properly tendered and not withdrawn in response to the Change of Control Offer.

        (b)   Asset Sale. Subject to certain exceptions set forth in the Indenture, the Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries (other than a Securitization Entity) to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of one of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any of the Company's Subsidiaries, whether by the Company or one of the Company's Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of the Company's Subsidiaries and including any sale and leaseback transaction, other than in any such case to the Company or another Subsidiary (any of the foregoing, an "Asset Sale"), unless:

        (1)   at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents, Related Business Assets or a combination thereof; and

        (2)   with respect to any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $2,000,000, the Company's Board of Directors determines in good faith that the Company receive or such Subsidiary receives, as applicable, fair market value for such Asset Sale.

        For purposes of (1) above of this Section 6, the following shall be deemed cash consideration: (a) Senior Indebtedness or balance sheet liabilities (other than contingent liabilities) assumed by a transferee in connection with such Asset Sale; provided, that the Company is and the Company's Subsidiaries are fully released from obligations in connection therewith; and (b) property that within 90 days of such Asset Sale is converted into cash or Cash Equivalents; provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

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        Within 365 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") may be:

        (a)   invested in Related Business Assets, used to make Restricted Investments that are not prohibited by Section 4.9 of the Indenture, or used to make Permitted Investments other than those permitted by clauses (a), (b), (c)(i), (c)(ii), (f) and (g) of the definition of Permitted Investments;

        (b)   used to retire Senior Indebtedness or Indebtedness of the Company's Foreign Subsidiaries and, in the case of Indebtedness that was incurred pursuant to paragraph (c) of Section 4.7 of the Indenture, to permanently reduce the amount of such Indebtedness that is permitted to be incurred pursuant to paragraph (c) of Section 4.7 of the Indenture, provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently so reduced by such amount;

        (c)   applied to the optional redemption of the Notes in accordance with the terms of the Indenture and to the optional redemption of other Indebtedness pari passu with the Notes with similar provisions requiring the Company to repurchase such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding; or

        (d)   applied in any combination of the foregoing.

        7.     Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a Record Date and the corresponding Interest Payment Date.

        8.     Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

        9.     Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing Default or compliance with any provision of the Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture, the Notes or the Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's obligations to Holders of the Notes in case of a merger or consolidation, to provide for additional Guarantees as set forth in the Indenture or for the release or assumption of Guarantees in compliance with the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of any Guarantor) or that does not adversely affect the rights under the Indenture of any such Holder, to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein, to comply with the requirements of the Commission in order to

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effect or maintain the qualification of the Indenture under the TIA, or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof.

        10.   Defaults and Remedies. The Indenture provides that each of the following constitutes an Event of Default:

        (a)   the Company's failure to pay any installment of interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days;

        (b)   the Company's failure to pay all or any part of the principal, or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable;

        (c)   the Company's failure or the failure by any of the Company's Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, except for the provisions under Section 5.1 of the Indenture, the continuance of such failure for a period of 30 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding;

        (d)   a default in the Company's Indebtedness or the Indebtedness any of the Company's Subsidiaries with an aggregate amount outstanding in excess of $15,000,000 (a) resulting from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity;

        (e)   final unsatisfied judgments not covered by insurance aggregating in excess of $15,000,000, at any one time rendered against the Company or any of the Company's Subsidiaries and not stayed, bonded or discharged within 60 days;

        (f)    any Guarantee of a Guarantor that is a Significant Subsidiary ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee;

        (g)   a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, Custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; and

        (h)   the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, Custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors.

        11.   Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

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        12.   No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Company or the Guarantors (or any such successor entity), as such, shall have any liability for any Obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such Obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the Indenture. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

        13.   Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

        14.   Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

        15.   Additional Rights of Holders of Transfer Restricted Notes.(7) In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, among the Company, the Guarantors and the Initial Purchaser (the "Registration Rights Agreement").

(7)

To be included only on Transfer Restricted Notes.

        16.   CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers.

        17.   Subordination. The Notes and the Guarantees are subordinated in right of payment to the extent and in the manner provided in Section 10.7 of the Indenture, to the prior payment in full in cash of all Senior Indebtedness and the termination or cash collateralization of all letters of credit issued under the Credit Facilities. The Company and the Guarantors agree, and each Holder by accepting a Note consents and agrees, to the subordination provided in the Indenture and authorizes the Trustee to give it effect.

        18.   Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).

        19.   Conflicts Between this Note and the Indenture. In the event of any conflicts between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall govern.

        The Company will furnish to any Holder upon written request and without charge a copy of the Indenture [and/or the Registration Rights Agreement](8). Requests may be made to:

(8)

To be included only on Transfer Restricted Notes.

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426
Attention: Chief Financial Officer

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Assignment Form

        To assign this Note, fill in the form below: (I) or (We) assign and transfer this Note to

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

        Date:                                       

Your Signature:                                      

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*

*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.

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Option of Holder to Elect Purchase

        If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box below:

o    Section 4.12                   o    Section 4.13

        If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount you elect to have purchased (in denominations of $1,000 only, except if you have elected to have all of your Notes purchased): $                  

Date:	Your Signature:
	(Sign exactly as your name appears on the Note)
	Social Security or Tax Identification No.:

Signature Guarantee*

*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(9)

(9)

This should be included only if the Note is issued in global form.

        The following exchanges of an interest in this Global Note for an interest in another Global Notes or for a Definitive Note, or exchanges of an interest in another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange
Amount of
Decrease in
Principal Amount of
this Global Note Amount of
Increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
Following Such Decrease
(or Increase) Signature of
Authorized
Officer of
Trustee or Note
Custodian

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GUARANTEE

        The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, the Company (defined below) and U.S. Bank National Association, as trustee (the "Indenture") and any additional Guarantors), have irrevocably and unconditionally guaranteed on a senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the 10% Senior Subordinated Notes due 2012 (the "Notes") of Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and the due and punctual performance of all other obligations of the Company, to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, or otherwise, subject in the case of clause (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture.

        The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

        The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are subordinated to Senior Indebtedness of the Guarantors as set forth in Section 10.7 of the Indenture and reference is hereby made to such Section and Article for the precise terms of such subordination.

        No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantors (or any such successor entity), as such, shall have any liability for any obligations of the Guarantors under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the Indenture.

        This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company's obligations under the Notes and the Indenture or until released or legally defeased in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility.

        This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

        The obligations of each Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

        THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

        Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

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        IN WITNESS WHEREOF, each of the Guarantors has caused this instrument to be duly executed.

Dated:                        

[NAME OF GUARANTOR]
By:	Name: Title:
[NAME OF GUARANTOR]
By:	Name: Title:
[NAME OF GUARANTOR]
By:	Name: Title:

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EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426
Attention: Chief Financial Officer

U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
Attention: Corporate Trust Department

        Re: 10% Senior Subordinated Notes due 2012

Dear Sirs:

        Reference is hereby made to the Indenture, dated as of June 30, 2004 (the "Indenture"), among Medical Device Manufacturing, Inc., as issuer (the "Company"), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.                        , (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                        in such Note[s] or interests (the "Transfer"), to                        (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.

o    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.

o    Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an

Initial Purchaser) and the interest transferred will be held immediately thereafter through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.

o    Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any State of the United States, and accordingly the Transferor hereby further certifies that (check one):

        (a)   o    Such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

        (b)   o    Such Transfer is being effected to the Company or a subsidiary thereof; or

        (c)   o    Such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or

        (d)   o    Such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in a form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an opinion of counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification and provided to the Company, which has confirmed its acceptability), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

4.

o    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

        (a)   o    Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

        (b)   o    Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in

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the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the Securities Act.

        (c)   o    Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		Dated:
[Insert Name of Transferor]
By:	Name: Title:

ANNEX A TO CERTIFICATE OF TRANSFER

        1.     The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)	o	a beneficial interest in the:
	(i)	o    144A Global Note (CUSIP            ), or
	(ii)	o    Regulation S Global Note (CUSIP            ), or
(b)	o	a Restricted Definitive Note.

2.

After the Transfer the Transferee will hold:

[CHECK ONE]

(a)	o	a beneficial interest in the:
	(i)	o    144A Global Note (CUSIP            ), or
	(ii)	o    Regulation S Global Note (CUSIP            ), or
	(iii)	o    Unrestricted Global Note (CUSIP            ); or
(b)	o	a Restricted Definitive Note; or
(c)	o	an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426
Attention: Chief Financial Officer

U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
Attention: Corporate Trust Department

Re:

10% Senior Subordinated Notes due 2012

Dear Sirs:

        Reference is hereby made to the Indenture, dated as of June 30, 2004 (the "Indenture"), between Medical Device Manufacturing, Inc., as issuer (the "Company"), the Guarantors party thereto and U.S. National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                , (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                        in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

        1.     Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note.

        (a)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        (b)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        (c)   Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has

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been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        (d)   Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States.

        2.     Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.

        (a)   o    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

        (b)   o    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the: [CHECK ONE] o    144A Global Note or o    Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]
By:	Name: Title:

Dated:                  

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EXHIBIT D
FORM OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426
Attention: Chief Financial Officer

U.S. Bank National Association
180 East Fifth Street
St. Paul, MN 55101
Attention: Corporate Trust Department

Re:

10% Senior Subordinated Notes due 2012

Dear Sirs:

        Reference is hereby made to the Indenture, dated as of June 30, 2004 (the "Indenture"), between Medical Device Manufacturing, Inc., as issuer (the "Company"), the Guarantors party thereto and U.S. National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

        In connection with our proposed purchase of $                        aggregate principal amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note, we confirm that:

        1.     We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the "Securities Act").

        2.     We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any Guarantor or any of their respective subsidiaries, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if the proposed transfer is in respect of an aggregate principal amount of Notes of less than $250,000, an opinion of counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act, (F) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel acceptable to the Company) or (G) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note from us in a transaction meeting the requirements of clauses (A) through (F) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

        3.     We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale

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complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of the Initial Purchasers.

        4.     We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

        5.     We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion.

        You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]	Dated:                         ,
By:
Name: Title

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EXHIBIT E
FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT
GUARANTORS

        Supplemental Indenture (this "Supplemental Indenture"), dated as of            , among the Guarantor(s) listed on the signature page attached hereto (each a "Guaranteeing Subsidiary"), a subsidiary of Medical Device Manufacturing, Inc. (or its permitted successor), a Colorado corporation (the "Company"), the Company and U.S. National Bank Association, as trustee under the Indenture referred to below (the "Trustee").

W I T N E S S E T H

        WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of June 30, 2004, providing for the issuance of 10% Senior Subordinated Notes due 2012 (the "Notes");

        WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which any newly-acquired or created Guarantor shall unconditionally guarantee on a senior subordinated basis all of the Company's obligations under the Notes and the Indenture on the terms and conditions set forth herein (a "Subsidiary Guarantee"); and

        WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

        1.     Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

        2.     Agreement to Guarantee. Each Guaranteeing Subsidiary irrevocably and unconditionally guarantees on a senior subordinated basis the Guarantee Obligations, which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and payment of expenses, and the due and punctual performance of all other obligations of the Company, to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise.

        The obligations of each Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture (i) are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee and (ii) are subordinated to the Senior Indebtedness of each Guaranteeing Subsidiary as set forth in Section 10.7 and Article XI of the Indenture and reference is hereby made to such Section and Article for the precise terms of such subordination.

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        No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guaranteeing Subsidiary (or any such successor entity), as such, shall have any liability for any obligations of the Guaranteeing Subsidiary under this Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the Indenture.

        This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guaranteeing Subsidiary and its successors and assigns until full and final payment of all of the Company's obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility.

        The obligations of each Guaranteeing Subsidiary under its Subsidiary Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

        THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

        3.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

        4.     Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

        5.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

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INDENTURE

EX-4.4

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Exhibit 4.4

$175,000,000
MEDICAL DEVICE MANUFACTURING, INC.
10% Senior Subordinated Notes due 2012

REGISTRATION RIGHTS AGREEMENT

June 30, 2004

Credit Suisse First Boston LLC
Wachovia Capital Markets, LLC

c/o

Credit Suisse First Boston LLC

Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

        Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated June 23, 2004 (the "Purchase Agreement"), $175,000,000 aggregate principal amount of its 10% Senior Subordinated Notes due 2012 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties") by the Guarantors (as defined in the Purchase Agreement). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the "Indenture"), among the Company, the Guarantors named therein and U.S. Bank National Association (the "Trustee").

        As an inducement to the Initial Purchasers, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the "Holders"), as follows:

        1.     Registered Exchange Offer. Unless not permitted by applicable law, (after the Company and the Guarantors have complied with the ultimate paragraph of this Section 1), the Company and the Guarantors shall, at their own cost, prepare and, on or prior to 180 days after the Issue Date (as defined in the Indenture), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company, with guarantees endorsed thereon by the Guarantors, issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act (the "Exchange Securities"). The Company and the Guarantors shall use their respective commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to the date 270 days after the Issue Date. The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective continuously during the Registered Exchange Offer and to keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required

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by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period").

        If the Company and the Guarantors commence the Registered Exchange Offer, the Company and the Guarantors (i) will be entitled to consummate the Registered Exchange Offer 20 business days after commencement (provided that the Company and the Guarantors have accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 30 business days after the date on which the Exchange Offer Registration Statement is declared effective (such 30th business day being the "Consummation Deadline").

        Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company and the Guarantors within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

        The Company and the Guarantors acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker or dealer (a "Broker-Dealer") registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), electing to exchange the Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information substantially in the form set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. As used in this Agreement, "Affiliated Market Maker" means a Broker-Dealer, or one of its affiliates, who is deemed to be an affiliate of the Company and intends to make a market in the Exchange Securities.

        The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the Guarantors shall make such prospectus and any amendment or supplement thereto, available to any Broker-Dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer.

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        If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company and the Guarantors, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, with guarantees endorsed thereon by the Guarantors, issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities".

        In connection with the Registered Exchange Offer, the Company and the Guarantors shall:

        (a)   mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

        (b)   keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

        (c)   utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

        (d)   permit Holders to withdraw tendered Initial Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

        (e)   otherwise comply with all applicable laws.

        As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company and the Guarantors shall:

        (x)   accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

        (y)   deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

        (z)   cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

        The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

        Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

        Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company and the Guarantors that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the

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distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or any of the Guarantors or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a Broker-Dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

        Notwithstanding any other provisions hereof, the Company and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company and the Guarantors raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company and the Guarantors will seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to consummate the Registered Exchange Offer if such a no-action letter or decision is obtainable under then existing law or Commission policy. The Company and the Guarantors will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and each of the Guarantors will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

        2.     Shelf Registration. If, (i) the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company and the Guarantors prior to the 20^th business day following the consummation of the Registered Exchange Offer that (a) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (b) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, or (c) it is a Broker-Dealer and holds any Securities acquired directly from the Company or the Guarantors or any of their affiliates or is an Affiliated Market Maker, the Company and the Guarantors shall take the following actions:

        (a)   The Company and the Guarantors shall, at their cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use their commercially reasonable best efforts to cause to be declared effective within 60 days after so required or requested pursuant to this Section 2 a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities

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Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder, provided further, however, that, notwithstanding anything contained in this Section 2, the Company and the Guarantors shall only be obligated to file one Shelf Registration Statement with respect to the Initial Securities.

        (b)   The Company and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, until the later of (A) the date on which no Broker-Dealer making a market in the Exchange Notes is deemed to be an affiliate of the Company within the meaning of the Securities Act and (B) two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) can be sold pursuant to Rule 144 under the Securities Act without any volume limitation under Rule 144 or any successor rule thereof (the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or such action is taken by the Company and the Guarantors in good faith and for valid business reasons so long as the Company promptly thereafter complies with the requirements of Section 6(b).

        (c)   Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

        3.     Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

        (a)   The Company and the Guarantors shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company and the Guarantors shall use their commercially reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information substantially in the form set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information substantially in the form set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser

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participating in the Registered Exchange Offer, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any Broker-Dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such Broker-Dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

        (b)   The Company and the Guarantors shall give written notice to the Initial Purchasers, any Affiliated Market Maker, the Holders of the Initial Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

        (i)    when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

        (ii)   of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

        (iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

        (iv)  of the receipt by the Company and the Guarantors or their legal counsels of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

        (v)   of the happening of any event that requires the Company and the Guarantors to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

        (c)   The Company and the Guarantors shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

        (d)   The Company and the Guarantors shall furnish to each Holder of Securities included within the coverage of the Shelf Registration and each Affiliated Market Maker, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

        (e)   The Company and the Guarantors shall deliver to each Exchanging Dealer, each Initial Purchaser and each Affiliated Market Maker, and to any other Holder who so requests, without

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charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

        (f)    The Company and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration and each Affiliated Market Maker, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each Affiliated Market Maker and each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement and all market-making activities of each such Affiliated Market Maker.

        (g)   The Company and the Guarantors shall deliver to each Initial Purchaser, each Affiliated Market Maker, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company and the Guarantors consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Affiliated Market Maker, any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement and all market-making activities of such Affiliated Market Maker.

        (h)   Prior to any public offering of the Securities pursuant to any Registration Statement, the Company and the Guarantors shall register or qualify or cooperate with any Affiliated Market Maker, the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company and the Guarantors shall not be required to (i) qualify generally to do business in any jurisdiction where they are not then so qualified or (ii) take any action which would subject them to general service of process or to taxation in any jurisdiction where they are not then so subject.

        (i)    The Company and the Guarantors shall cooperate with any Affiliated Market Maker and the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as such Affiliated Market Maker or the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

        (j)    Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company and the Guarantors are required to maintain an effective Registration Statement, the Company and the Guarantors shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to any Affiliated Market Maker, Holders of the Securities or purchasers of Securities, the prospectus will

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not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company and the Guarantors notify the Initial Purchasers, the Holders of the Securities, any Affiliated Market Maker, and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities, any Affiliated Market Maker, and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities, any Affiliated Market Maker, and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).

        (k)   Not later than the effective date of the applicable Registration Statement, the Company and the Guarantors will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and, if required, provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

        (l)    The Company and the Guarantors will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to their security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

        (m)  The Company and the Guarantors shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company and the Guarantors shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

        (n)   The Company and the Guarantors may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company and the Guarantors such information regarding the Holder and the distribution of the Securities as the Company and the Guarantors may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company and the Guarantors may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

        (o)   The Company and the Guarantors shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

        (p)   In the case of any Shelf Registration, the Company and the Guarantors shall (i) make reasonably available for inspection by the Holders of the Securities, any Affiliated Market Maker, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities, any Affiliated

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Market Maker or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and the Guarantors and (ii) cause the officers, directors, employees, accountants and auditors of the Company and the Guarantors to supply all relevant information reasonably requested by the Holders of the Securities, any Affiliated Market Maker or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof, provided further that such information shall be kept confidential by the Holder or by any such attorney, accountant or other agent unless required by law or regulation to be disclosed.

        (q)   In the case of any Shelf Registration, the Company and the Guarantors, if requested by any Holder of Securities covered thereby or any Affiliated Market Maker, shall cause (i) their counsels to deliver opinions and updates thereof relating to the Securities in customary form addressed to such Holders, Affiliated Market Makers and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include such matters as are customarily included in opinions requested in written offerings of such type); (ii) their officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) their independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor and any Affiliated Market Maker a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

        (r)   In the case of the Registered Exchange Offer, if requested by any Initial Purchaser, any Affiliated Market Maker or any known Participating Broker-Dealer, the Company and the Guarantors shall cause (i) their counsels to deliver to such Initial Purchaser, any Affiliated Market Maker or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(d)-(e) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) their independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser, any Affiliated Market Maker or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) and (b) of the Purchase Agreement, with appropriate date changes.

        (s)   If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company and the Guarantors (or to such other Person as directed by the Company and the Guarantors) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company and the Guarantors shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

        (t)    The Company and the Guarantors will use their best efforts to confirm the ratings applicable to the Initial Securities will apply to the Securities covered by a Registration Statement.

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        (u)   In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company and the Guarantors will assist such Broker-Dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of the Rules.

        (v)   The Company and the Guarantors shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

        4.     Registration Expenses. The Company and the Guarantors shall bear all fees and expenses incurred in connection with the performance of their obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the representative of the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith. Notwithstanding the foregoing, the Company and the Guarantors shall not be responsible for any fees and expenses of any underwriter, including any underwriting discounts and commissions or any legal fees of counsel to the underwriters.

        5.     Indemnification. (a) The Company and the Guarantors agree to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company and the Guarantors shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written

10

information pertaining to such Holder and furnished to the Company and the Guarantors by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company and the Guarantors had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have to such Indemnified Party. The Company and the Guarantors shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

        (b)   Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and the Guarantors and each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act or the Exchange Act and each person who signs the Registration Statement from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company and the Guarantors or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company and the Guarantors by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company and the Guarantors or any of their controlling persons.

        (c)   Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,

11

except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

        (d)   If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company and the Guarantors.

        (e)   The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

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        (f)    The Company and the Guarantors agree that the indemnity and contribution provisions of this Section 5 shall apply to the Affiliated Market Makers to the same extent and on the same conditions as it applies to Holders of the Securities.

        6.     Liquidated Damages Under Certain Circumstances. (a) Liquidated damages ("Liquidated Damages") with respect to Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"):

        (i)    If the Company or the Guarantors fail to file an Exchange Offer Registration Statement with the Commission on or prior to 180 days after the Issue Date or, if obligated to file a Shelf Registration Statement, a Shelf Registration Statement has not been filed with the Commission on or prior to the date 30 days after such filing obligation arises; or

        (ii)   If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the date 270 days after the Issue Date, or, if obligated to file a Shelf Registration Statement, the Shelf Registration Statement is not declared effective on or prior to the date 60 days after the obligation to file a Shelf Registration Statement arises; or

        (iii)  If the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

        (iv)  Subject to Section 6(b), if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

        Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company and the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission.

        Liquidated Damages shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the "Liquidated Damages Rate") of the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The Liquidated Damages Rate shall increase by an additional 0.25% per annum of the principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of 1% per annum of the principal amount of Transfer Restricted Securities. The Company and the Guarantors will not be required to pay Liquidated Damages for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

        (b)   A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors where such post-effective

13

amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company and the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Liquidated Damages shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

        (c)   Any amounts of Liquidated Damages due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Liquidated Damages will be determined by multiplying the applicable Liquidated Damages Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Liquidated Damages Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

        (d)   "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged by a person other than a Broker-Dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Registered Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

        7.     Rules 144 and 144A. The Company and the Guarantors shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantors by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors? to register any of its securities pursuant to the Exchange Act.

        8.     Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

        No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and

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(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

        9.     Miscellaneous.

        (a)   Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the Guarantors and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waivers or consents.

        (b)   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

        (1)   if to a Holder of the Securities, at the most current address given by such Holder to the Company.

        (2)   if to the Initial Purchasers;

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group

        with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Ave, Suite 3400
Los Angles, CA 90071
Attention: Nicolas P. Saggese

        (3)   if to the Company and the Guarantors;

Medical Device Manufacturing, Inc.
200 West 7^th Avenue
Collegeville, Pennsylvania 19426
Attention: Chief Financial Officer

        with a copy to:

Hogan & Hartson L.L.P.
One Tabor Center, 1200 Seventeenth Street, Suite 1500
Denver, CO 80202
Attention: Christopher J. Walsh

        All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

        (c)   No Inconsistent Agreements. The Company and the Guarantors have not, as of the date hereof, entered into, nor shall they, on or after the date hereof, enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

15

        (d)   Successors and Assigns. Subject to the terms and conditions hereof, this Agreement shall be binding upon the Company and the Guarantors and their successors and assigns. A Holder of Securities takes such Securities subject to the terms of this Agreement.

        (e)   Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (f)    Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (g)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

        (h)   Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

        (i)    Compliance with Form S-3. The Company and the Guarantors agree for the benefit of any Affiliated Market Makers that for so long as any of the Transfer Restricted Securities remain outstanding, if at any time sales by the Affiliated Market Makers of the Transfer Restricted Securities will satisfy clauses 1 or 3 of the "Transaction Requirements" specified in Form S-3 (or any comparable provision of any successor form to Form S-3), the Company will use its reasonable best efforts to comply with, and maintain its compliance with, the "Registrant Requirements" of Form S-3 (or any comparable provision of any successor form to Form S-3).

        (j)    Securities Held by the Company and the Guarantors. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company and the Guarantors or their affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

        If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Guarantors in accordance with its terms.

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Very truly yours,
MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
GUARANTORS:
AMERICAN TECHNICAL MOLDING, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
NOBLE-MET, LTD.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
G&D, INC. D/B/A STAR GUIDE CORPORATION
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
UTI HOLDING COMPANY
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
UTI HOLDING CORPORATION, a Pennsylvania corporation
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MICRO-GUIDE, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary

VENUSA, LTD.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
SPECTRUM MANUFACTURING, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
BRIMFIELD ACQUISITION CORP.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
BRIMFIELD PRECISION, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
KELCO ACQUISITION, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
HAYDEN PRECISION INDUSTRIES, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary

PORTLYN, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
THE MICROSPRING COMPANY, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
TENAX, LLC
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
THERMAT ACQUISITION CORP.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES NEWTON, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
MEDSOURCE TRENTON, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
NATIONAL WIRE & STAMPING, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary

TEXCEL, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
CYCAM, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary
ELX, INC.
By:	/s/  STEWART A. FISHER Name:  Stewart A. Fisher Title:    Chief Financial Officer and Secretary

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC
WACHOVIA CAPITAL MARKETS, LLC

by: CREDIT SUISSE FIRST BOSTON LLC

By:
/s/  MATT CWIERTNIA Name:  Matt Cwiertnia
Title:    Vice President

ANNEX A

        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Annex A-1

ANNEX B

        Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution."

Annex B-1

ANNEX C

PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2004, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)

(1)

In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

        The Company and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the Expiration Date the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Annex C-1

ANNEX D

o    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Annex D-1

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REGISTRATION RIGHTS AGREEMENT

EX-4.5

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Exhibit 4.5

CREDIT AND GUARANTY AGREEMENT

dated as of June 30, 2004

by and among

MEDICAL DEVICE MANUFACTURING, INC.,
as Borrower,

UTI CORPORATION,

CERTAIN SUBSIDIARIES OF
MEDICAL DEVICE MANUFACTURING, INC.,
as Guarantors,

VARIOUS LENDERS,

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Sole Lead Arranger, Sole Book Runner,
Administrative Agent and Collateral Agent,

ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK,
as Co-Documentation Agents,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent

$234.0 Million Senior Secured Credit Facilities

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS AND INTERPRETATION	2
1.1.	Definitions	2
1.2.	Accounting Terms	27
1.3.	Interpretation, etc	28
SECTION 2.	LOANS AND LETTERS OF CREDIT	28
2.1.	Tranche B Term Loans	28
2.2.	Revolving Loans	28
2.3.	Swing Line Loans	29
2.4.	Issuance of Letters of Credit and Purchase of Participations Therein	31
2.5.	Pro Rata Shares; Availability of Funds	35
2.6.	Use of Proceeds	35
2.7.	Evidence of Debt; Register; Lenders' Books and Records; Notes	35
2.8.	Interest on Loans	36
2.9.	Conversion/Continuation	38
2.10.	Default Interest	38
2.11.	Fees	38
2.12.	Scheduled Payments	39
2.13.	Voluntary Prepayments/Commitment Reductions	40
2.14.	Mandatory Prepayments/Commitment Reductions	41
2.15.	Application of Prepayments/Reductions	42
2.16.	General Provisions Regarding Payments	43
2.17.	Ratable Sharing	44
2.18.	Making or Maintaining Eurodollar Rate Loans	45
2.19.	Increased Costs; Capital Adequacy	46
2.20.	Taxes; Withholding, Etc	47
2.21.	Obligation to Mitigate	49
2.22.	Defaulting Lenders	50
2.23.	Removal or Replacement of a Lender	50
2.24.	Incremental Facilities	51
SECTION 3.	CONDITIONS PRECEDENT	52
3.1.	Closing Date	52
3.2.	Conditions to Each Credit Extension	57

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SECTION 4.	REPRESENTATIONS AND WARRANTIES	57
4.1.	Organization; Requisite Power and Authority; Qualification	58
4.2.	Capital Stock and Ownership	58
4.3.	Due Authorization	58
4.4.	No Conflict	58
4.5.	Governmental Consents	58
4.6.	Binding Obligation	58
4.7.	Historical Financial Statements	59
4.8.	Projections	59
4.9.	No Material Adverse Change	59
4.10.	Disclosure	59
4.11.	Adverse Proceedings, Etc	59
4.12.	Payment of Taxes	60
4.13.	Properties	60
4.14.	Environmental Matters	60
4.15.	No Defaults	61
4.16.	Material Contracts	61
4.17.	Governmental Regulation	61
4.18.	Margin Stock	62
4.19.	Employee Matters	62
4.20.	Employee Benefit Plans	62
4.21.	Certain Fees	62
4.22.	Solvency	63
4.23.	Related Agreements	63
4.24.	Compliance with Statutes, Etc	63
4.25.	Senior Indebtedness	63
SECTION 5.	AFFIRMATIVE COVENANTS	63
5.1.	Financial Statements and Other Reports	63
5.2.	Existence	66
5.3.	Payment of Taxes and Claims	66
5.4.	Maintenance of Properties	66
5.5.	Insurance	66
5.6.	Inspections	67

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5.7.	Lenders Meetings	67
5.8.	Compliance with Laws	67
5.9.	Environmental	67
5.10.	Subsidiaries	68
5.11.	Additional Material Real Estate Assets	69
5.12.	Ratings	69
5.13.	Compliance with Terms of Leases	69
5.14.	Further Assurances	69
5.15.	Conditions Subsequent to the Closing Date as to Real Property	69
SECTION 6.	NEGATIVE COVENANTS	71
6.1.	Indebtedness	71
6.2.	Liens	73
6.3.	Fiscal Year	75
6.4.	No Further Negative Pledges	75
6.5.	Restricted Junior Payments	76
6.6.	Restrictions on Subsidiary Distributions	78
6.7.	Investments	78
6.8.	Financial Covenants	79
6.9.	Fundamental Changes; Disposition of Assets; Acquisitions	81
6.10.	Disposal of Subsidiary Interests	82
6.11.	Sales and Lease Backs	83
6.12.	Transactions with Shareholders and Affiliates	83
6.13.	Conduct of Business	83
6.14.	Permitted Activities of Holdings	83
6.15.	Amendments or Waivers of Certain Related Agreements	84
6.16.	Amendments or Waivers with respect to Subordinated Indebtedness	84
6.17.	Limitation on Issuance of Preferred Stock	84
SECTION 7.	GUARANTY	84
7.1.	Guaranty of the Obligations	84
7.2.	Contribution by Guarantors	84
7.3.	Payment by Guarantors	85
7.4.	Liability of Guarantors Absolute	85
7.5.	Waivers by Guarantors	87

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7.6.	Guarantors' Rights of Subrogation, Contribution, Etc	87
7.7.	Subordination of Other Obligations	88
7.8.	Continuing Guaranty	88
7.9.	Authority of Guarantors or Company	88
7.10.	Financial Condition of Company	88
7.11.	Bankruptcy, Etc	89
7.12.	Discharge of Guaranty Upon Sale of Guarantor	89
SECTION 8.	EVENTS OF DEFAULT	89
8.1.	Events of Default	89
SECTION 9.	AGENTS	92
9.1.	Appointment of Agents	92
9.2.	Powers and Duties	92
9.3.	General Immunity	92
9.4.	Agents Entitled to Act as Lender	93
9.5.	Lenders' Representations, Warranties and Acknowledgment	93
9.6.	Right to Indemnity	94
9.7.	Successor Administrative Agent, Collateral Agent and Swing Line Lender	94
9.8.	Collateral Documents and Guaranty	95
SECTION 10.	MISCELLANEOUS	96
10.1.	Notices	96
10.2.	Expenses	96
10.3.	Indemnity	97
10.4.	Set-Off	97
10.5.	Amendments and Waivers	97
10.6.	Successors and Assigns; Participations	99
10.7.	Independence of Covenants	102
10.8.	Survival of Representations, Warranties and Agreements	102
10.9.	No Waiver; Remedies Cumulative	102
10.10.	Marshalling; Payments Set Aside	103
10.11.	Severability	103
10.12.	Obligations Several; Independent Nature of Lenders' Rights	103
10.13.	Headings	103
10.14.	APPLICABLE LAW	103

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10.15.	CONSENT TO JURISDICTION	103
10.16.	WAIVER OF JURY TRIAL	104
10.17.	Confidentiality	104
10.18.	Usury Savings Clause	105
10.19.	Counterparts	105
10.20.	Patriot Act	105
10.21.	Effectiveness	106
10.22.	Integration	106

APPENDICES:	A-1	Tranche B Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	1.1	Existing Letters of Credit
	3.1(i)	Closing Date Mortgaged Properties
	3.1(j)	Landlord Personal Property Collateral Access Agreements
	3.1(k)	Environmental Reports and Reliance Letter
	4.1	Jurisdictions of Organization and Qualification
	4.2	Capital Stock and Ownership
	4.13	Real Estate Assets
	4.14	Environmental
	4.17	Material Contracts
	4.20	Certain ERISA Matters
	5.15(a)	Post-Closing Leasehold Properties
	5.15(b)	Collateral Access Properties
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.7	Certain Investments
	6.9	Certain Dispositions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Tranche B Term Loan Note
	B-2	Revolving Loan Note
	B-3	Swing Line Note
	C	Compliance Certificate
	D	Assignment Agreement
	E	Certificate Re Non-Bank Status
	F-1	Closing Date Certificate
	F-2	Solvency Certificate
	G	Counterpart Agreement
	H	Pledge and Security Agreement
	I	Mortgage
	J	Landlord Waiver and Consent Agreement

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CREDIT AND GUARANTY AGREEMENT

        This CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2004 (this "Agreement"), is entered into by and among MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company"), UTI CORPORATION, a Maryland corporation ("Holdings"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), as Sole Lead Arranger and Sole Book Runner (in such capacities, "Lead Arranger"), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent"), and as Collateral Agent (together with its permitted successor in such capacity, "Collateral Agent"), ANTARES CAPITAL CORPORATION("Antares") and NATIONAL CITY BANK("NCB"), as Co-Documentation Agents (in such capacities, collectively, "Co-Documentation Agents"), and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), as Syndication Agent (in such capacity, "Syndication Agent").

RECITALS:

WHEREAS, undefined capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Pine Merger Corporation, a Delaware corporation ("Merger Sub"), has been formed by Company and KRG Capital Partners, LLC ("KRG") for the purpose of effecting the acquisition (the "Acquisition") by Company of all of the outstanding shares of capital stock of MedSource Technologies, Inc., a Delaware corporation ("Target");

WHEREAS, the Capital Stock of Merger Sub owned by KRG has been redeemed and Merger Sub has become a wholly-owned subsidiary of Company prior to the date hereof;

WHEREAS, for the purpose of effectuating the Acquisition, Company, Merger Sub and Target have entered into that certain Agreement and Plan of Merger, dated as of April 27, 2004 (the "Merger Agreement"), whereby on the Closing Date Merger Sub will be merged with and into Target (the "Merger"), with Target surviving the Merger and becoming a wholly-owned Subsidiary of Company;

WHEREAS, Lenders have agreed to extend certain credit facilities to Company, in an aggregate amount not to exceed $234.0 million, consisting of $194.0 million aggregate principal amount of Tranche B Term Loans, and up to $40.0 million aggregate principal amount of Revolving Commitments, the proceeds of which will be used (together with the proceeds of the Equity Financing and the Senior Subordinated Notes) to provide the funding necessary for the Acquisition on the Closing Date, to repay Existing Indebtedness on the Closing Date, to repurchase all of the outstanding Class C Redeemable Preferred Stock of Holdings in an aggregate amount not to exceed $18.8 million on the Closing Date (the "Repurchase"), to pay certain accrued dividends in cash to holders of Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock of Holdings in an aggregate amount not to exceed $22.7 million on the Closing Date (the "Dividend"), to pay Transaction Costs and to provide for other general corporate purposes;

WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 65% of all the Capital Stock of each of its Foreign Subsidiaries that are held by Company or any Domestic Subsidiary; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Company hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries (including Company) and 65% of all the Capital Stock of each of their respective Foreign Subsidiaries that are held by Guarantors.

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NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

        1.1 Definitions.    The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

        "Acquisition" as defined in the recitals hereto.

        "Additional Material Real Estate Asset" means (i) any fee owned Real Estate Asset acquired by any Credit Party after the Closing Date and having a fair market value in excess of $1.0 million as of the date of the acquisition thereof or (ii) any fee owned Real Estate Asset acquired by any Credit Party after the Closing Date or any Leasehold Property, whether currently leased by any Credit Party or acquired by any Credit Party after the Closing Date, for which the aggregate value of all materials, supplies, equipment, apparatus and other items of personal property and inventory located at, or reasonably expected to be located at, such property equals or exceeds $2.5 million at any time.

        "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum determined by Administrative Agent by reference to the British Bankers' Association Interest Settlement Rates for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date (as set forth by Bloomberg Information Service or any successor thereto or any other service selected by Administrative Agent which has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates), or (b) in the event the rate referenced in the preceding clause (a) is not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by CSFB for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

        "Administrative Agent" as defined in the preamble hereto.

        "Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

        "Affected Lender" as defined in Section 2.18(b).

        "Affected Loans" as defined in Section 2.18(b).

        "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether

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through the ownership of voting securities or by contract or otherwise. Notwithstanding the foregoing, CSFB and the Lenders shall not be considered Affiliates of Holdings and its Subsidiaries.

        "Agent" means each of Lead Arranger, Syndication Agent, Administrative Agent, Collateral Agent and each Co-Documentation Agent.

        "Aggregate Amounts Due" as defined in Section 2.17.

        "Aggregate Payments" as defined in Section 7.2.

        "Agreement" means this Credit and Guaranty Agreement, dated as of June 30, 2004, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

        "Antares" as defined in the preamble hereto.

        "Applicable Margin" and "Applicable Revolving Commitment Fee Percentage" mean (i) with respect to Revolving Loans that are Eurodollar Rate Loans and the Applicable Revolving Commitment Fee Percentage, (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending December 31, 2004, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were in excess of 3.50:1.00 but less than 6.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

Leverage Ratio	Applicable Margin for Revolving Loans		Applicable Revolving Commitment Fee Percentage
> 6.00:1.00	3.50	%	0.625	%
£ 6.00:1.00 ³ 3.50:1.00	3.00	%	0.50	%
< 3.50:1.00	2.50	%	0.375	%

and (ii) with respect to Swing Line Loans and Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. No change in the Applicable Margin or the Applicable Revolving Commitment Fee Percentage shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio. At any time Company has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Leverage Ratio were in excess of 6.00:1.00 until the date that is three Business Days after the date on which Administrative Agent receives such information.

        "Applicable Reserve Requirement" means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against "Eurocurrency liabilities" (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to

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the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

        "Asset Sale" means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Company or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Holdings' or any of its Subsidiaries' businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Capital Stock of any of Holdings' Subsidiaries (whether by sale, issuance or otherwise), other than (i) inventory (or other assets) sold or leased in the ordinary course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) Capital Stock of Company issued to Holdings, (iii) sales of other assets for aggregate consideration of less than $1.0 million in the aggregate during any Fiscal Year, (iv) sales, dispositions or other transfers of assets or properties to any Foreign Subsidiary of Company for a purchase price at least equal to the fair market value of such assets or properties, and (v) other sales or dispositions of assets permitted pursuant to Section 6.9(d), (h) , (i), (j), (k), (l) or (m).

        "Assignment Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

        "Authorized Officer" means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person's chief financial officer or treasurer.

        "Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute.

        "Base Rate" means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

        "Base Rate Loan" means a Loan bearing interest at a rate determined by reference to the Base Rate.

        "Beneficiary" means each Agent, Issuing Bank, Lender and Lender Counterparty.

        "Business Day" means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term "Business Day" shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

        "Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

        "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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        "Cash" means money, currency or a credit balance in any Deposit Account.

        "Cash Equivalents" means, as at any date of determination, (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided, that the full faith and credit of the United States of America is pledged in support thereof); (ii) demand deposits, time deposits and certificates of deposit and commercial paper issued by the parent corporation of any domestic commercial bank of recognized standing having capital and surplus in excess of $300.0 million; (iii) commercial paper issued by others rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's; (iv) repurchase obligations having terms not more than seven days, with institutions meeting the criteria set forth in clause (ii) above, for direct obligations issued by or fully guaranteed by the United States of America (provided, that the full faith and credit of the United States of America is pledged in support thereof), having, on the date of purchase thereof, a fair market value of at least 100% of the amount of repurchase obligations; (v) with respect to Investments by any Foreign Subsidiary, any demand deposit account; (vi) direct investments in tax exempt obligations of any state of the United States of America, or any municipality of any such state, in each case rated "AA" or better by S&P, "Aa2" or better by Moody's or an equivalent rating by any other credit rating agency of recognized national standing, provided that such obligations mature within six months from the date of acquisition thereof; or (vii) investments in money market or mutual funds, 95% of more of the assets of which are invested in obligations of the types described in clauses (i)-(vi) above, and in the case of each of (i), (ii), and (iii) maturing within one year after the date of acquisition.

        "Certificate re Non-Bank Status" means a certificate substantially in the form of Exhibit E.

        "Change of Control" means, at any time, (i) the Sponsors shall cease to beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) and control at least (a) prior to an IPO, 50.0% on a fully diluted basis of the voting interests in the Capital Stock of Holdings, or (b) following an IPO, 35.0% on a fully diluted basis of the voting interests in the Capital Stock of Holdings; (ii) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Sponsors shall have acquired beneficial ownership of 35.0% or more on a fully diluted basis of the voting interest in the Capital Stock of Holdings (unless the Sponsors beneficially own a greater percentage (as determined on a fully diluted basis) of the voting interests in the Capital Stock of Holdings); (iii) Holdings shall cease to directly own and to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Company; (iv) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Persons who either (a) were members of the board of directors of Holdings on the Closing Date or (b) were nominated for election by the board of directors of Holdings, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (v) any "change of control" or similar event under the Senior Subordinated Note Documents or any documents relating to any other Subordinated Indebtedness outstanding in an aggregate principal amount of $5.0 million or more shall occur.

        "Class" means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Tranche B Term Loan Exposure, (b) Lenders having Revolving Exposure (including Swing Line Lender) and (c) Lenders having New Term Loan Exposure of each Series, and (ii) with respect to Loans, each of the following classes of Loans: (a) Tranche B Term Loans, (b) Revolving Loans (including Swing Line Loans) and (c) each Series of New Term Loans.

        "Closing Date" means the date on which the Tranche B Term Loans are made.

        "Closing Date Certificate" means a Closing Date Certificate substantially in the form of Exhibit F-1.

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        "Closing Date Mortgaged Property" as defined in Section 3.1(i).

        "Co-Documentation Agents" as defined in the preamble hereto.

        "Collateral" means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

        "Collateral Access Property" as defined in Section 5.15(b).

        "Collateral Agent" as defined in the preamble hereto.

        "Collateral Documents" means the Pledge and Security Agreement, the Mortgages, the Landlord Personal Property Collateral Access Agreements, if any, any document delivered pursuant to Section 5.11 with respect to Additional Material Real Estate Assets and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Lenders, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

        "Collateral Questionnaire" means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

        "Commitment" means any Revolving Commitment, Tranche B Term Loan Commitment or New Term Loan Commitment.

        "Company" as defined in the preamble hereto.

        "Company Affiliated Group" as defined in Section 6.5(d).

        "Compliance Certificate" means a Compliance Certificate substantially in the form of Exhibit C.

        "Confidential Information Memorandum" means the Confidential Information Memorandum dated June 2004 and furnished to Lenders.

        "Consolidated Adjusted EBITDA" means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, and (b) to the extent deducted in the calculation of Consolidated Net Income for such period: (A) Consolidated Interest Expense and amortization of costs of issuance of debt, (B) provisions for taxes based on income, franchise taxes and any payments made to Holdings pursuant to Section 6.5(d)(ii), (C) total depreciation expense, (D) total amortization expense, (E) any unrealized foreign currency translation in respect of Indebtedness of Company or any Guarantor owing to Company or any Guarantor, (F) the amount of any restructuring charges or reserves taken in a period that includes results for any period ending on or prior to December 31, 2007 (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) relating to any facilities, assets or business of Company and any of its Subsidiaries and Target and any of its Subsidiaries existing on the date the Acquisition is consummated; provided that the amount of such charges or reserves added pursuant to this clause (F) shall not exceed $15.0 million in the aggregate from and after the date the Acquisition is consummated, (G) for the Fiscal Quarters ended June 30, 2004 and September 30, 2004, up to $1.5 million of restructuring charges or expenses (or similar charges or expenses) incurred by Target during such Fiscal Quarter, (H) the amount of unusual or nonrecurring charges which do not relate to the ordinary course operations of Company and its Subsidiaries; provided that (w) the amount added pursuant to this clause (H) shall not exceed $5.0 million during the term of this Agreement, (x) Holdings shall have received, prior to the delivery of the financial statements with respect to the last Fiscal Quarter of such period, capital contributions in cash from, or cash proceeds from common equity of Holdings purchased by, the Sponsors or other Persons who were stockholders of Holdings as of the Closing Date

6

(and such capital contributions or proceeds shall be concurrently contributed by Holdings to Company as a cash capital contribution), in an amount equal to the amount of such charges added pursuant to this clause (H), (y) such capital contribution by Holdings to Company shall be identified, in a written notice to Administrative Agent, made within five (5) Business Days of such contribution, as being for the purpose of increasing Consolidated Adjusted EBITDA, and (z) no amounts shall be added pursuant to this clause (H) for purposes of calculating the Applicable Margin or the Applicable Revolving Commitment Fee Percentage, and (I) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period), minus (ii) the sum, without duplication, of: (a) other non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period), (b) the amount of all cash payments made by Company or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated Adjusted EBITDA for such period or any prior period (excluding payments in respect of Hedge Agreements), and (c) payments made to Holdings pursuant to Section 6.5(c) and Section 6.5(d) (i), to the extent not deducted in the calculation of Consolidated Net Income. Notwithstanding the foregoing, (i) Consolidated Adjusted EBITDA for the Fiscal Quarter ended December 31, 2003 shall be deemed to be $13.1 million, and (ii) Consolidated Adjusted EBITDA for the Fiscal Quarter ended March 31, 2004 shall be deemed to be $15.3 million.

        "Consolidated Capital Expenditures" means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in "purchase of property and equipment" or similar items reflected in the consolidated statement of cash flows of Company and its Subsidiaries but excluding (i) any such expenditures with respect to the assets or Persons acquired in Permitted Acquisitions made prior to the date of such Permitted Acquisition and (ii) expenditures constituting the purchase price for Permitted Acquisitions.

        "Consolidated Cash Interest Expense" means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash.

        "Consolidated Current Assets" means, as at any date of determination, the total assets of Company and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP.

        "Consolidated Current Liabilities" means, as at any date of determination, the total liabilities of Company and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

        "Consolidated Excess Cash Flow" means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding (i) repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments and (ii) repayments financed with Indebtedness), (b) Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to such expenditures), (c) Consolidated Cash Interest Expense, (d) provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period and, without duplication, amounts of any Tax Payments made to Holdings pursuant to Section 6.5(d)(ii) during such period to the extent actually used by Holdings to pay the tax liabilities for which such Tax Payments were made, (e) the amount of any increase in Consolidated Adjusted EBITDA relating to the operations of any Person acquired by Company and its Subsidiaries during

7

such period (whether by purchase, merger or otherwise and including any acquisition of all or substantially all of the assets or capital stock of a Person or any business, unit or division of a Person) for any period prior to the acquisition of such Person (or business, unit or division) by Company or its Subsidiaries, and (f) the amount of any cash charges referred to in clause (i)(b)(F), (i)(b)(G) or (i)(b)(H) of the definition of "Consolidated Adjusted EBITDA" added back in the determination of Consolidated Adjusted EBITDA for such period.

        "Consolidated Fixed Charges" means, for any period, the sum, without duplication, of the amounts determined for Company and its Subsidiaries on a consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii) Consolidated Scheduled Debt Payments, (iii) Consolidated Capital Expenditures and (iv) the portion of taxes based on income actually paid in cash and provisions for cash income taxes. Notwithstanding the foregoing, for purposes of calculating Consolidated Fixed Charges for the Fiscal Quarters ending September 30, 2004, December 31, 2004 and March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments shall be annualized during such Fiscal Quarters such that (i) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of September 30, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the Fiscal Quarter then ending will be multiplied by 4, (ii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of December 31, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the two Fiscal Quarter period then ending will be multiplied by 2, and (iii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the three Fiscal Quarter period then ending will be multiplied by 1¹/3.

        "Consolidated Interest Expense" means, for any period, (i) total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs (but not the initial acquisition cost) under Interest Rate Agreements, but excluding, however, amortization of costs for the issuance of debt and any amounts referred to in Section 2.11(d), minus (ii) the aggregate amount of interest income of Company and its Subsidiaries paid in cash during such period.

        "Consolidated Net Income" means, for any period, (i) the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries or that Person's assets are acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, and (d) any after tax gains attributable to Asset Sales or returned surplus assets of any Pension Plan that are either extraordinary (as determined in accordance with GAAP) or are unusual, plus (iii) any after tax losses attributable to Asset Sales or returned surplus assets of any Pension Plan that are either extraordinary (as determined in accordance with GAAP) or are unusual.

        "Consolidated Scheduled Debt Payments" means, for any period, the sum of all scheduled payments of principal on Consolidated Total Debt for such period.

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        "Consolidated Total Debt" means, as at any date of determination, the aggregate principal amount of all Indebtedness of Company and its Subsidiaries of the type set forth in clauses (i), (ii), (iii) and (iv) of the definition of the term "Indebtedness" and all Contingent Obligations in respect thereof (other than any Contingent Obligations in respect of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings), determined on a consolidated basis.

        "Consolidated Working Capital" means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities, excluding non-cash taxes and purchase accounting adjustments related to any acquisition.

        "Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period; provided that, in calculating the Consolidated Working Capital Adjustment for any period, Consolidated Working Capital as of the beginning of such period shall be adjusted to include, with respect to any Person acquired during such period, the consolidated working capital (calculated in the same manner as Consolidated Working Capital) of such Person as of the date such Person became a Subsidiary of Company.

        "Contingent Obligation" means, as to any Person (the "guaranteeing person"), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that, the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Contingent Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by Company in good faith.

        "Contractual Obligation" means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

        "Contributing Guarantors" as defined in Section 7.2.

        "Control Investment Affiliates" means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is in common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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        "Conversion/Continuation Date" means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

        "Conversion/Continuation Notice" means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

        "Counterpart Agreement" means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

        "Credit Date" means the date of a Credit Extension.

        "Credit Document" means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

        "Credit Extension" means the making of a Loan or the issuing of a Letter of Credit.

        "Credit Party" means each Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to a Credit Document.

        "CSFB" as defined in the preamble hereto.

        "Currency Agreement" means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Company's and its Subsidiaries' operations and not for speculative purposes.

        "Default" means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

        "Default Excess" means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

        "Default Period" means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Company and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Company, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

        "Defaulted Loan" as defined in Section 2.22.

        "Defaulting Lender" as defined in Section 2.22.

        "Deposit Account" means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

        "Dividend" as defined in the recitals hereto.

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        "DLJMB" means DLJ Merchant Banking III, Inc.

        "DLJMB Buyers" means, collectively, DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P.

        "Dollars" and the sign "$" mean the lawful money of the United States of America.

        "Domestic Subsidiary" means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

        "Eligible Assignee" means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an "accredited investor" (as defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses; provided, none of Holdings, any Sponsor or any Affiliate of Holdings or any Sponsor (other than CSFB and any Affiliate of CSFB that is not controlled by any Sponsor) shall be an Eligible Assignee.

        "Employee Benefit Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

        "Environmental Claim" means any notice, notice of violation, claim, action, cause of action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person alleging liability or potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties, or arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

        "Environmental Laws" means any and all current or future foreign or domestic, federal, state or provincial (or any subdivision of any of them), statutes, ordinances, common law, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the manufacture, processing, distribution, generation, use, treatment, storage, transportation, handling or disposal of Hazardous Materials; (iii) pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata, and natural resources), including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials; or (iv) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Holdings or any of its Subsidiaries or any Facility.

        "Equity Financing" means the initial cash equity investment in Holdings by DLJMB Buyers on or prior to the Closing Date, in an aggregate amount not less than $89.8 million, on terms and conditions reasonably satisfactory to Administrative Agent.

        "Equity Financing Documents" means all documents executed and delivered with respect to the Equity Financing.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

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        "ERISA Affiliate" means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

        "ERISA Event" means (i) a "reportable event" within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vi) the occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (vii) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or the assets thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (viii) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (ix) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

        "Eurodollar Rate Loan" means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

        "Event of Default" means each of the conditions or events set forth in Section 8.1.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

        "Excluded Issuances" means capital contributions from any Sponsor or the issuance of any Capital Stock of Holdings to any Sponsor.

        "Existing Indebtedness" means (i) Indebtedness and other obligations outstanding under that certain Credit Agreement, dated as of May 31, 2000, among Company and Bank of America, N.A., as

12

administrative agent, and the other agents and lenders party thereto, as amended prior to the Closing Date, (ii) Indebtedness and other obligations outstanding under that certain Credit Agreement, dated as of April 2, 2002, among MedSource Technologies, LLC, as borrower, MedSource Technologies, Inc., as parent, the guarantors party thereto, Wachovia Bank, National Association, as administrative agent, and the other agents and lenders party thereto, as amended prior to the Closing Date, (iii) Indebtedness and other obligations outstanding under Company's 13.5% Senior Subordinated Notes due 2007, and (iv) Indebtedness and other obligations outstanding under Holdings' Senior Notes due 2008.

        "Existing Letters of Credit" shall mean each of the letters of credit described by date of issuance, amount, beneficiary and the date of expiry on Schedule 1.1 hereto.

        "Facility" means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

        "Fair Share" as defined in Section 7.2.

        "Fair Share Contribution Amount" as defined in Section 7.2.

        "Federal Funds Effective Rate" means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

        "Financial Officer Certification" means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments.

        "Financial Plan" as defined in Section 5.1(i).

        "First Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

        "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

        "Fiscal Year" means the fiscal year of Company and its Subsidiaries ending on December 31 of each calendar year.

        "Fixed Charge Coverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four Fiscal Quarter Period then ending, to (ii) Consolidated Fixed Charges for such four Fiscal Quarter Period.

        "Flood Hazard Property" means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

        "Foreign Assets" means assets (other than Persons constituting Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted Acquisition or otherwise pursuant to Section 6.7(l).

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        "Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

        "Fund" means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

        "Funding Default" as defined in Section 2.22.

        "Funding Guarantors" as defined in Section 7.2.

        "Funding Notice" means a notice substantially in the form of Exhibit A-1.

        "GAAP" means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

        "Governmental Acts" means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

        "Governmental Authority" means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

        "Governmental Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

        "Grantor" as defined in the Pledge and Security Agreement.

        "Guaranteed Obligations" as defined in Section 7.1.

        "Guarantor" means each of Holdings and each Domestic Subsidiary of Company.

        "Guarantor Subsidiary" means each Guarantor other than Holdings.

        "Guaranty" means the guaranty of each Guarantor set forth in Section 7.

        "Hazardous Materials" means any chemical, pollutant, contaminant, waste, material or substance, including, without limitation, toxic or hazardous substances, materials or wastes, petroleum and petroleum products, asbestos or asbestos-containing materials or products, polychlorinated biphenyls, lead or lead-based paints or materials, radon, fungus or mold.

        "Hazardous Materials Activity" means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, distribution, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action, remedial action or response action with respect to any of the foregoing.

        "Hedge Agreement" means an Interest Rate Agreement or a Currency Agreement entered into in the ordinary course of Company's or any of its Subsidiaries' businesses.

        "Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws as may hereafter be in effect and that allow a higher maximum nonusurious interest rate than applicable laws now allow.

        "Historical Financial Statements" means as of the Closing Date, (i) the audited consolidated financial statements of Company and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of consolidated balance sheets and the related consolidated statements of income,

14

stockholders' equity and cash flows for such Fiscal Years, (ii) the audited consolidated financial statements of Target and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (iii) the unaudited consolidated financial statements of Company and its Subsidiaries as at the Fiscal Quarter ended March 31, 2004, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the three-month period ending on such date, (iv) the unaudited consolidated financial statements of Target and its Subsidiaries for the Fiscal Quarters ended September 28, 2003, December 28, 2003 and March 28, 2004, each consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the three, six or nine month period, as applicable, ending on such date, (v) the unaudited financial statements of Company and its Subsidiaries for the fiscal months ended April 30, 2004 and May 31, 2004, and (vi) the unaudited financial statements of Target and its Subsidiaries for the fiscal months ended April 30, 2004 and May 31, 2004 and (x) in the case of clauses (i) and (iii), certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries in accordance with GAAP as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments, and (y) in the case of clauses (ii) and (iv), certified by the chief financial officer of Target that they fairly present, in all material respects, the financial condition of Target and its Subsidiaries in accordance with GAAP as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year end adjustments

        "Holdings" as defined in the preamble hereto.

        "Increased Amount Date" as defined in Section 2.24.

        "Increased Cost Lenders" as defined in Section 2.23.

        "Indebtedness," as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP and all Synthetic Lease Obligations; (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA and excluding trade accounts payable and accrued expenses incurred in the ordinary course of business and not overdue by more than 60 days), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Contingent Obligations of such Person; and (viii) all net obligations of such Person in respect of any exchange traded or over-the-counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed "Indebtedness" for any purpose under Section 6.8 except for purposes of calculating "Consolidated Interest Expense" to the extent set forth in the definition of such term provided for in this Section 1.1.

        "Indemnified Liabilities" means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims and investigations by Governmental Authorities under Environmental Laws), costs (including the costs of any Hazardous Materials Activity or any investigation, study, sampling, testing, abatement, cleanup,

15

removal, remediation or other response, corrective or remedial action necessary to remove, remediate, clean up or abate any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders' agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect to the transactions contemplated by this Agreement; or (iii) any pollution or threat to human health or the environment, any Environmental Claim, any investigation by a Governmental Authority under Environmental Laws, or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries and whether or not included, incorporated or referenced in any schedule or exhibit to this Agreement.

        "Indemnitee" as defined in Section 10.3.

        "Installment" as defined in Section 2.12.

        "Installment Date" as defined in Section 2.12.

        "Interest Coverage Ratio" means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four Fiscal Quarter Period then ended, to (ii) Consolidated Cash Interest Expense for such four Fiscal Quarter Period. Notwithstanding the foregoing, for purposes of calculating Interest Coverage Ratio for the Fiscal Quarters ending September 30, 2004, December 31, 2004 and March 31, 2005, Consolidated Interest Expense shall be annualized during such Fiscal Quarters such that (i) for the calculation of Consolidated Interest Expense as of September 30, 2004, Consolidated Interest Expense for the Fiscal Quarter then ending will be multiplied by 4, (ii) for the calculation of Consolidated Interest Expense as of December 31, 2004, Consolidated Interest Expense for the two Fiscal Quarter period then ending will be multiplied by 2, and (iii) for the calculation of Consolidated Interest Expense as of March 31, 2005, Consolidated Interest Expense for the three Fiscal Quarter period then ending will be multiplied by 1¹/3.

        "Interest Payment Date" means with respect to (i) any Base Rate Loan, the last Business Day of each March, June, September and December of each year, commencing on September 30, 2004, and the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months "Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

        "Interest Period" means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three, six or (if available to all Lenders with Loans affected thereby) nine or twelve months, as selected by Company in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs

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in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class's Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

        "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Company's and its Subsidiaries' operations and not for speculative purposes.

        "Interest Rate Determination Date" means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

        "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

        "Investment" means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Company or any Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance or capital contribution by Holdings or any of its Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.

        "IPO" means an underwritten public offering of Capital Stock of Holdings in an amount of at least $50.0 million pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act.

        "Issuance Notice" means an Issuance Notice substantially in the form of Exhibit A-3.

        "Issuing Bank" means (i) CSFB as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity or (ii) Wachovia, in the case of Existing Letters of Credit, as applicable.

        "Joinder Agreement" as defined in Section 2.24.

        "Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

        "KRG" as defined in the recitals hereto.

        "KRG Capital Group" means KRG Capital Partners, LLC, a Delaware limited liability company.

        "Landlord Consent and Estoppel" means, with respect to any Leasehold Property, an instrument in writing from the lessor under the related lease substantially in the form of Exhibit J, including the bracketed provisions therein, with such amendments or modifications as may be approved by Collateral Agent.

        "Landlord Personal Property Collateral Access Agreement" means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit J, excluding the bracketed provisions therein which are

17

intended to apply solely to the form of Landlord Consent and Estoppel, with such amendments or modifications as may be approved by Collateral Agent.

        "Lead Arranger" as defined in the preamble hereto.

        "Leasehold Property" means any leasehold interest of any Credit Party as lessee under any lease of real property.

        "Lender" means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

        "Lender Counterparty" means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (and any Affiliate thereof) (x) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender or (y) as of the date such Hedge Agreement is entered into, but subsequently ceases to be a Lender) including each such Affiliate that enters into a joinder agreement with Collateral Agent.

        "Letter of Credit" means (i) a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement and (ii) any Existing Letter of Credit.

        "Letter of Credit Sublimit" means, as at any date of determination, the lesser of (i) $15.0 million and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

        "Letter of Credit Usage" means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Company.

        "Leverage Ratio" means the ratio as of the last day of any Fiscal Quarter or other date of determination of (i) Consolidated Total Debt (net of unrestricted Cash and Cash Equivalents on hand that are not subject to a Lien (other than Liens granted pursuant to the Credit Documents and other than ordinary course liens in favor of the banks or other depositaries holding such Cash and Cash Equivalents)) as of such day to (ii) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on such date (or if such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most recently concluded Fiscal Quarter for which financial results are available satisfying the requirements of Section 5.1).

        "Lien" means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

        "Loan" means a Tranche B Term Loan, a Revolving Loan, a Swing Line Loan and a New Term Loan.

        "Management Agreements" mean (i) the Management Agreement dated as of July 6, 1999 among KRG, Company and G&D, Inc. d/b/a Star Guide Corporation, as amended by the First Amendment to Management Agreement dated as of May 31, 2000, pursuant to which Holdings became a party thereto and the obligations of G&D, Inc. d/b/a Star Guide Corporation were assigned to Company, and as further amended by the Second Amendment to Management Agreement, dated as of the Closing Date, among KRG, Holdings and Company, and (ii) the letter agreement, dated as of the Closing Date, among DLJMB, Company and Holdings, in each case as the same may be amended or supplemented from time to time in accordance with the terms of this Agreement.

        "Margin Stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

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        "Material Adverse Effect" means a material adverse effect on and/or material adverse developments with respect to (i) the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of Holdings and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document.

        "Material Contract" means any Contractual Obligation to which Company or any of its Subsidiaries is a party (other than the Credit Documents) for which Company's or such Subsidiary's breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

        "Material Real Estate Asset" means (i) each Closing Date Mortgaged Property and (ii) each Additional Material Real Estate Asset.

        "Merger" as defined in the recitals hereto.

        "Merger Agreement" as defined in the recitals hereto.

        "Merger Sub" as defined in the recitals hereto.

        "Moody's" means Moody's Investor Services, Inc.

        "Mortgage" means a Mortgage substantially in the form of Exhibit I, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

        "Multiemployer Plan" means any Employee Benefit Plan which is a "multiemployer plan" as defined in Section 3(37) of ERISA.

        "NAIC" means The National Association of Insurance Commissioners, and any successor thereto.

        "Narrative Report" means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

        "NCB" as defined in the preamble hereto.

        "Net Cash Proceeds" means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of Cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys' fees, accountants' fees, and investment banking fees, amounts reserved or held back from the purchase price (including by means of an escrow arrangement) to satisfy any contingency (it being understood that if such amount is not subsequently paid within 18 months, such amount shall constitute "Net Cash Proceeds" at such time such payment is no longer required), amounts required to be applied (and that are so applied) to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Credit Document), and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and (b) in connection with any capital contribution or any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of loans, the cash proceeds received from such capital contribution, issuance or incurrence, net of reasonable and customary attorneys' fees, investment banking fees, accountants' fees,

19

underwriting discounts and commissions and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith.

        "Net Yield" as defined in Section 2.24.

        "New Term Loan Commitments" as defined in Section 2.24.

        "New Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the New Term Loans of such Lender.

        "New Term Loan Lender" as defined in Section 2.24.

        "New Term Loan Maturity Date" means the date that New Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

        "New Term Loans" as defined in Section 2.24.

        "Non-Consenting Lender" as defined in Section 2.23.

        "Non-US Lender" as defined in Section 2.20(c).

        "Note" means a Tranche B Term Loan Note, a Revolving Loan Note or a Swing Line Note.

        "Notice" means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

        "Obligations" means all obligations of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

        "Obligee Guarantor" as defined in Section 7.7.

        "Organizational Documents" means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such "Organizational Document" shall only be to a document of a type customarily certified by such governmental official.

        "Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Credit Documents.

        "Parent Payments" as defined in Section 6.5(d).

        "Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

        "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

        "Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

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        "Permitted Acquisition" means any acquisition by Company or any of its wholly owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided,

        (i)    immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

        (ii)   all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

        (iii)  in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors' qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Company in connection with such acquisition shall be directly and beneficially owned 100% by Company or a Guarantor Subsidiary thereof, and Company shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable;

        (iv)  Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended for which financial statements are available as required by Section 5.1 (as determined in accordance with Section 6.8(e));

        (v)   Company shall have delivered to Administrative Agent (A) at least ten Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8; and

        (vi)  any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date (or a business reasonably related or ancillary thereto).

        "Permitted Equity Claw Redemption" as defined in Section 6.5(j).

        "Permitted Liens" means each of the Liens permitted pursuant to Section 6.2.

        "Permitted Refinancing" as defined in Section 6.1(c).

        "Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

        "Pledge and Security Agreement" means the Pledge and Security Agreement to be executed by Company and each Guarantor substantially in the form of Exhibit H, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

        "Post-Closing Leasehold Property" as defined in Section 5.15(a).

        "Post-Closing Mortgaged Leasehold Property" as defined in Section 5.15(a).

        "Post-Closing Real Property Deadline Date" as defined in Section 5.15(a).

        "Preferred Stock" means any Capital Stock of any class or classes of a Person which is preferred as to payments of dividends, or as to distributions upon any liquidation or dissolution, over Capital Stock of any other class of such Person.

        "Prime Rate" means the rate of interest per annum announced from time to time by CSFB as its prime commercial lending rate in effect at its principal office in New York City. The Prime Rate is a

21

reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. CSFB or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

        "Principal Office" means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person's "Principal Office" as set forth on Appendix B, or such other office as such Person may from time to time designate in writing to Company, Administrative Agent and each Lender.

        "Projections" as defined in Section 4.8.

        "Pro Rata Share" means (i) with respect to all payments, computations and other matters relating to the Tranche B Term Loan of any Lender, the percentage obtained by dividing (a) the Tranche B Term Loan Exposure of that Lender by (b) the aggregate Tranche B Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iii) with respect to all payments, computations, and other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, "Pro Rata Share" means the percentage obtained by dividing (a) an amount equal to the sum of the Tranche B Term Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Tranche B Term Loan Exposure, the aggregate Revolving Exposure and the aggregate New Term Loan Exposure of all Lenders.

        "Real Estate Asset" means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

        "Record Document" means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

        "Recorded Leasehold Interest" means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Administrative Agent's reasonable judgment, to give constructive notice of such Leasehold Property to third party purchasers and encumbrancers of the affected real property.

        "Recovery Event" means any cash settlement of or payment in respect of (i) any property or casualty insurance relating to any asset of any of Company or its Subsidiaries or (ii) the taking of any assets of Company or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking.

        "Refunded Swing Line Loans" as defined in Section 2.3(b)(iv).

        "Register" as defined in Section 2.7(b).

        "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

        "Regulation S-X" means Regulation S-X under the Securities Act, as in effect from time to time.

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        "Reimbursement Date" as defined in Section 2.4(d).

        "Related Agreements" means, collectively, the Merger Agreement, the Senior Subordinated Note Documents and the Equity Financing Documents.

        "Related Financing Transactions" means the Equity Financing and the issuance of the Senior Subordinated Notes.

        "Related Fund" means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

        "Release" means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, vessels, containers or other closed receptacles), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

        "Replacement Lender" as defined in Section 2.23.

        "Repurchase" as defined in the recitals hereto.

        "Requisite Class Lenders" means, at any time of determination, (i) for the Class of Lenders having Tranche B Term Loan Exposure, Lenders holding more than 50% of the aggregate Tranche B Term Loan Exposure of all Lenders; (ii) for the Class of Lenders having Revolving Exposure, Lenders holding more than 50% of the aggregate Revolving Exposure of all Lenders; and (iii) for each Class of Lenders having New Term Loan Exposure, Lenders holding more than 50% of the aggregate New Term Loan Exposure of that Class.

        "Requisite Lenders" means one or more Lenders having or holding Tranche B Term Loan Exposure, New Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Tranche B Term Loan Exposure of all Lenders, (ii) the aggregate Revolving Exposure of all Lenders, and (iii) the aggregate New Term Loan Exposure of all Lenders.

        "Restricted Junior Payment" means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Holdings, Company or any of its Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Holdings, Company or any of its Subsidiaries now or hereafter outstanding; (iv) management or similar fees payable to Sponsors or any of their respective Affiliates; and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

        "Retained Excess Cash Flow" means, for any period, that portion of Consolidated Excess Cash Flow that is not required to be applied to repay Loans pursuant to Section 2.14(e).

        "Revolving Commitment" means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and "Revolving Commitments" means such commitments of all Lenders in the aggregate. The amount of each Lender's Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $40.0 million.

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        "Revolving Commitment Period" means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

        "Revolving Commitment Termination Date" means the earliest to occur of (i) the fifth anniversary of the Closing Date, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

        "Revolving Exposure" means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender's Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum, without duplication, of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

        "Revolving Loan" means a Loan made by a Lender to Company pursuant to Section 2.2(a).

        "Revolving Loan Note" means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

        "S&P" means Standard & Poor's Ratings Group, a division of The McGraw Hill Corporation.

        "Secured Parties" has the meaning assigned to that term in the Pledge and Security Agreement.

        "Securities" means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

        "Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor statute.

        "Senior Subordinated Note Agreement" means the Indenture, dated as of June 30, 2004 (and as in effect on the date hereof), by and between Company, as issuer, and U.S. Bank National Association, as trustee.

        "Senior Subordinated Note Documents" means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, that certain Registration Rights Agreement, dated as of June 30, 2004, by and among Company and the initial purchasers named therein, any documents evidencing the Senior Subordinated Note Guarantees, and all other documents executed and delivered with respect to any of the foregoing.

        "Senior Subordinated Note Guarantees" means the guarantees of the Guarantor Subsidiaries pursuant to the Senior Subordinated Note Agreement.

        "Senior Subordinated Notes" means Company's $175.0 million 10.00% Senior Subordinated Notes due 2012, issued pursuant to the Senior Subordinated Note Agreement, and any registered notes issued by Company in exchange for, and as contemplated by any of the Senior Subordinated Notes with substantially identical terms as the Senior Subordinated Notes.

        "Series" as defined in Section 2.24.

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        "Solvency Certificate" means a Solvency Certificate of the chief financial officer of Company substantially in the form of Exhibit F-2.

        "Solvent" means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party's debts and obligations (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party's present assets; (b) such Credit Party's capital is not unreasonably small in relation to its business as contemplated on the Closing Date or with respect to any transaction contemplated or undertaken after the Closing Date; (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (d) the present fair saleable value of such Credit Party's present assets is not less than the amounts that will be required to pay the probable liabilities on such Credit Party's then existing debts and obligations as they become absolute and matured; and (ii) such Person is "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

        "Sponsors" means, collectively, (i) DLJMB, KRG Capital Group and their respective Control Investment Affiliates and (ii) each of KRG Capital Fund I, L.P., KRG Capital Fund I (PA), L.P., KRG Capital Fund I (FF), L.P., KRG Capital Fund I (GER), KRG Capital Fund II, L.P., KRG Capital Fund II (PA), L.P., KRG Capital Fund II (FF), L.P. and their respective limited partners as of the Closing Date.

        "Subject Transaction" as defined in Section 6.8(e).

        "Subordinated Indebtedness" means any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right of payment to the prior payment of the Obligations and contains subordination and other terms reasonably acceptable to Administrative Agent, including, without limitation, the Indebtedness evidenced by the Senior Subordinated Notes.

        "Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity (x) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof (provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the former Person shall be deemed to be outstanding) or (y) the management of which is otherwise controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. Unless otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Company.

        "Swing Line Lender" means CSFB, in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

        "Swing Line Loan" means a Loan made by Swing Line Lender to Company pursuant to Section 2.3.

        "Swing Line Note" means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

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        "Swing Line Sublimit" means the lesser of (i) $5.0 million, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

        "Syndication Agent" as defined in the preamble hereto.

        "Synthetic Lease Obligations" means all monetary obligations of a Person under (a) a so called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

        "Target" as defined in the recitals hereto.

        "Tax" means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, "Tax on the overall net income" of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office).

        "Tax Payment" as defined in Section 6.5(d).

        "Termination Date" means the date upon which all of the Commitments of the Lenders hereunder have terminated or expired and the Loans, the Letters of Credit, and any reimbursement obligations thereunder and interest thereon which has accrued and all other Obligations (other than inchoate indemnity obligations), have been paid or satisfied or otherwise provided for in a manner satisfactory to Administrative Agent and (as appropriate) Issuing Bank in full.

        "Term Loan" means a Tranche B Term Loan or a New Term Loan, as applicable.

        "Term Loan Commitment" means the Tranche B Term Loan Commitment or the New Term Loan Commitment of a Lender, and "Term Loan Commitments" means such commitments of all Lenders.

        "Term Loan Maturity Date" means the Tranche B Term Loan Maturity Date and the New Term Loan Maturity Date of any Series of New Term Loans, as applicable.

        "Terminated Lender" as defined in Section 2.23.

        "Title Policy" as defined in Section 3.1(i).

        "Total Utilization of Revolving Commitments" means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

        "Tranche B Term Loan" means a Tranche B Term Loan made by a Lender to Company pursuant to Section 2.1(a).

        "Tranche B Term Loan Commitment" means the commitment of a Lender to make or otherwise fund a Tranche B Term Loan, and "Tranche B Term Loan Commitments" means such commitments of all Lenders in the aggregate. The amount of each Lender's Tranche B Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the Closing Date is $194.0 million.

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        "Tranche B Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Tranche B Term Loans of such Lender; provided, at any time prior to the making of the Tranche B Term Loans, the Tranche B Term Loan Exposure of any Lender shall be equal to such Lender's Tranche B Term Loan Commitment.

        "Tranche B Term Loan Maturity Date" means the earlier of (i) the sixth anniversary of the Closing Date and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

        "Tranche B Term Loan Note" means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

        "Transaction Costs" means the fees, costs and expenses payable by Holdings, Company or any of Company's Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

        "Transactions" means, collectively, the transactions to occur pursuant to the Credit Documents and the Related Agreements, including (a) the consummation of the Merger; (b) the execution and delivery of the Credit Documents and the initial borrowings hereunder; (c) the repayment of Existing Indebtedness; (d) the Related Financing Transactions; (e) the Repurchase; (f) the Dividend; and (g) the payment of the Transaction Costs.

        "Type of Loan" means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

        "UCC" means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

        "Unadjusted Eurodollar Rate Component" means that component of the interest costs to Company in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

        "Wachovia" as defined in the preamble hereto.

        "Weighted Average Life to Maturity" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the sum of all such payments.

        1.2. Accounting Terms.    Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the audited Historical Financial Statements of Company for the Fiscal Year ended December 31, 2003; provided that, expenses and liabilities of Holdings (that are not expenses or liabilities of Company or its Subsidiaries and that are not subject to payment or reimbursement pursuant to Section 6.5(d)(i)) not attributable to Company and its Subsidiaries will not be deemed to be expenses and liabilities of Company and its Subsidiaries for purposes of the definitions, covenants and other provisions hereof as a result of "push down" accounting or similar principles and policies used to prepare such Historical Financial Statements. Notwithstanding the foregoing, following any change in GAAP after the Closing Date, if such change in GAAP would otherwise affect the calculation of the definitions, covenants and other provisions hereof, the compliance of Company and its Subsidiaries with the provisions hereof shall be calculated and determined using accounting principals and policies in

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conformity with those used to prepare the audited Historical Financial Statements of Company for the Fiscal Year ended December 31, 2003 unless Company and Requisite Lenders shall otherwise agree.

        1.3. Interpretation, etc.    Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word "include" or "including," when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless the context otherwise requires or otherwise specified, references to contracts or agreements shall mean such contracts or agreements as amended, restated, supplemented or otherwise modified from time to time and shall include all appendices, schedules and exhibits to such contracts and agreements.

SECTION 2. LOANS AND LETTERS OF CREDIT

        2.1. Tranche B Term Loans.

        (a)   Tranche B Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to Company in an amount equal to such Lender's Tranche B Term Loan Commitment. Company may make only one borrowing under the Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in full no later than the Tranche B Term Loan Maturity Date. Each Lender's Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender's Tranche B Term Loan Commitment on such date.

        (b)   Borrowing Mechanics for Tranche B Term Loans.

        (i)    Company shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (New York City time) on the Closing Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

        (ii)   Each Lender shall make its Tranche B Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent's Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Tranche B Term Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company as may be designated in writing to Administrative Agent by Company.

        2.2. Revolving Loans.

        (a)   Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender's Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed

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pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender's Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

        (b)   Borrowing Mechanics for Revolving Loans.

        (i)    Except pursuant to Section 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount.

        (ii)   Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan; provided that, with respect to any Revolving Loan to be made on the Closing Date, Company shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m. (New York City time) on the Closing Date. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable, and Company shall be bound to make a borrowing in accordance therewith.

        (iii)  Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender with reasonable promptness.

        (iv)  Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to such account of Company as may be designated in writing to Administrative Agent by Company.

        2.3. Swing Line Loans.

        (a)   Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Company in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided that, after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender's Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

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        (b)   Borrowing Mechanics for Swing Line Loans.

        (i)    Swing Line Loans shall be made in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount.

        (ii)   Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

        (iii)  Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower not later than 3:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars to such account of Company as may be designated in writing to Swing Line Lender by Company.

        (iv)  With respect to any Swing Line Loans that have not been voluntarily prepaid by Company pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Company) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Company on such Credit Date in an amount equal to the amount of such Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans, and (2) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans to Company and shall be due under the Revolving Loan Note issued by Company to Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent of the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

        (v)   If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an

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amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

        (vi)  Notwithstanding anything contained herein to the contrary, (1) each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that, such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or the failure of the conditions precedent to the making of a Swing Line Loan to be satisfied or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and Company to eliminate Swing Line Lender's risk with respect to the Defaulting Lender's participation in such Swing Line Loan, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the outstanding Swing Line Loans.

        2.4. Issuance of Letters of Credit and Purchase of Participations Therein.

        (a)   Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the fifth Business Day prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the fifth Business Day prior to the Revolving Loan Commitment Termination Date and (2) the date which

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is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided,Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Company to eliminate Issuing Bank's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Letter of Credit Usage. Company's reimbursement obligations in respect of each Existing Letter of Credit, and each Lender's participation obligations in connection therewith, shall be governed by the terms of this Agreement.

        (b)   Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank's standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify Administrative Agent, who shall notify each Lender of such issuance and the amount of such Lender's respective participation in such Letter of Credit pursuant to Section 2.4(e).

        (c)   Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Company and Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank's rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the

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Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Company. Notwithstanding anything to the contrary contained in this Section 2.4(c), Company shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank as finally determined by a court of competent jurisdiction in a nonappealable decision.

        (d)   Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify Company and Administrative Agent, and Company shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Company intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, that are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

        (e)   Lenders' Purchase of Participations in Letters of Credit. On the Closing Date with respect to each Existing Letter of Credit and immediately upon the issuance of any other Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender's Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Company shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify Administrative Agent, who shall notify each Lender of the unreimbursed amount of such honored drawing and of such Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Commitments. Each Lender shall make available to Administrative Agent, who shall pay to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender fails to make available to Administrative Agent on such business day the amount of such Lender's participation in such Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to

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prejudice the right of any Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to Administrative Agent for each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender's Pro Rata Share of all payments subsequently received by Issuing Bank from Company in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

        (f)    Obligations Absolute. The obligation of Company to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

        (g)   Indemnification. Without duplication of any obligation of Company under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable decision, or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

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        2.5. Pro Rata Shares; Availability of Funds.

        (a)   Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby.

        (b)   Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

        2.6. Use of Proceeds.    The proceeds of the Tranche B Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by Company to fund in part the Acquisition, the Dividend and the Repurchase, to repay the Existing Indebtedness and to pay Transaction Costs. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Company for working capital and general corporate purposes of Company and its Subsidiaries, including Permitted Acquisitions, and, in the case of Letters of Credit, to support payment obligations of Company incurred in the ordinary course of business. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

        2.7. Evidence of Debt; Register; Lenders' Books and Records; Notes.

        (a)   Lenders' Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Revolving Commitments or Company's Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall govern.

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        (b)   Register. Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the "Register"). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record in the Register the Revolving Commitments and the Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Revolving Commitments or Company's Obligations in respect of any Loan. Company hereby designates CSFB to serve as Company's agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Company hereby agrees that, to the extent CSFB serves in such capacity, CSFB and its officers, directors, employees, agents and affiliates shall constitute "Indemnitees."

        (c)   Notes. If so requested by any Lender by written notice to Company at least two Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company's receipt of such notice) a Note or Notes to evidence such Lender's Tranche B Term Loan, New Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

        2.8. Interest on Loans.

        (a)   Except as otherwise set forth herein, each Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

        (i)    in the case of Revolving Loans:

        (1)   if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

        (2)   if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin;

        (ii)   in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and

        (iii)  in the case of Tranche B Term Loans:

        (1)   if a Base Rate Loan, at the Base Rate plus 2.00% per annum; or

        (2)   if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 3.00% per annum.

        (b)   The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, until the earlier of the date that Administrative Agent notifies Company that the primary syndication of the Loans has been completed and the date that is 60 days after the Closing Date, as determined by Administrative Agent, the Tranche B Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

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        (c)   In connection with Eurodollar Rate Loans there shall be no more than 10 Interest Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected an Interest Period of one month. As soon as practicable, and in any event no later than 11:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof to Company and each Lender.

        (d)   Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans with reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans or Base Rate Loans with reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on that Loan.

        (e)   Except as otherwise set forth herein, interest on each Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

        (f)    Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Company at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2.00% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

        (g)   Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender that has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender's Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which

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Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company.

        2.9. Conversion/Continuation.

        (a)   Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Company shall have the option:

        (i)    to convert at any time all or any part of any Term Loan or Revolving Loan equal to $1.0 million and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay all amounts due under Section 2.18 in connection with any such conversion; or

        (ii)   upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1.0 million and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan.

        (b)   Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable, and Company shall be bound to effect a conversion or continuation in accordance therewith.

        2.10. Default Interest.    Upon the occurrence and during the continuance of (a) an Event of Default specified in Section 8.1(f) or (g), or (b) any other Event of Default specified in Section 8.1 if the Requisite Lenders have given written notice to Company and Administrative Agent that default interest shall apply with respect to such Event of Default pursuant to this Section 2.10, the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any overdue interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

        2.11. Fees.

        (a)   Company agrees to pay to Lenders having Revolving Exposure:

        (i)    commitment fees equal to (1) the average of the daily difference between (a) the Revolving Commitments, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the Applicable Revolving Commitment Fee Percentage; and

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        (ii)   letter of credit fees (calculated on a per annum basis) equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

        (b)   Company agrees to pay directly to Issuing Bank, for its own account, the following fees:

        (i)    a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

        (ii)   such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank's standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

        (c)   All fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year during the Revolving Commitment Period, commencing on September 30, 2004, and on the Revolving Commitment Termination Date. The fees referred to in Section 2.11(b)(ii) shall be payable promptly following demand therefor.

        (d)   In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

        2.12. Scheduled Payments.

        The principal amounts of the Tranche B Term Loans shall be repaid in consecutive quarterly installments (each, an "Installment") in the aggregate amounts set forth below on the last day of each calendar quarter (each, an "Installment Date"), commencing September 30, 2004:

Installment Date	Installment
September 30, 2004	$	485,000.00
December 31, 2004	$	485,000.00
March 31, 2005	$	485,000.00
June 30, 2005	$	485,000.00
September 30, 2005	$	485,000.00
December 31, 2005	$	485,000.00
March 31, 2006	$	485,000.00
June 30, 2006	$	485,000.00
September 30, 2006	$	485,000.00
December 31, 2006	$	485,000.00
March 31, 2007	$	485,000.00
June 30, 2007	$	485,000.00
September 30, 2007	$	485,000.00
December 31, 2007	$	485,000.00
March 31, 2008	$	485,000.00
June 30, 2008	$	485,000.00
September 30, 2008	$	485,000.00

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December 31, 2008	$	485,000.00
March 31, 2009	$	485,000.00
June 30, 2009	$	485,000.00
Tranche B Term Loan Maturity Date	$	184,300,000.00

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche B Term Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Tranche B Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Tranche B Term Loan Maturity Date.

        2.13. Voluntary Prepayments/Commitment Reductions.

        (a)   Voluntary Prepayments.

        (i)    Any time and from time to time:

        (1)   with respect to Base Rate Loans, Company may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount;

        (2)   with respect to Eurodollar Rate Loans, Company may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount; and

        (3)   with respect to Swing Line Loans, Company may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1.0 million, and in integral multiples of $500,000 in excess of that amount.

        (ii)   All such prepayments shall be made:

        (1)   upon not less than one Business Day's prior written or telephonic notice in the case of Base Rate Loans;

        (2)   upon not less than three Business Days' prior written or telephonic notice in the case of Eurodollar Rate Loans; and

        (3)   upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 2:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly notify each Lender thereof) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

        (b)   Voluntary Commitment Reductions.

        (i)    Company may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (and Administrative Agent will promptly notify each Lender thereof), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1.0 million and integral multiples of $500,000 in excess of that amount.

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        (ii)   Company's notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company's notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

Notwithstanding any of the provisions set forth in this Agreement to the contrary, Company, the Lenders and Agents hereby agree that nothing in this Agreement shall be understood to mean or suggest that the Term Loans constitute "securities" for purposes of either the Securities Act or the Exchange Act.

        2.14. Mandatory Prepayments/Commitment Reductions.

        (a)   Asset Sales. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, Company shall have the option, directly or through one or more of its Subsidiaries, to invest Net Cash Proceeds from Asset Sales within 365 days of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries; provided further, pending any such investment all such Net Cash Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

        (b)   Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Collateral Agent as loss payee, of any Net Cash Proceeds from Recovery Events, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, Company shall have the option, directly or through one or more of its Subsidiaries to invest such Net Cash Proceeds within 365 of receipt thereof in productive assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided further, pending any such investment all such Net Cash Proceeds, as the case may be, shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in Revolving Commitments).

        (c)   Issuance of Equity Securities. On the date of receipt by Holdings or Company of any Net Cash Proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or Company (other than (i) capital contributions by Holdings to Company, (ii) issuances of Capital Stock of Company to Holdings in compliance with the Credit Documents or issuances of Capital Stock pursuant to the Equity Financing, (iii) Excluded Issuances and (iv) issuances pursuant to the exercise of options or warrants by officers, directors and employees of Holdings and its Subsidiaries under any employee equity subscription agreement, stock option agreement, stock ownership arrangement or similar agreement or plan), Company shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of (A) such Net Cash Proceeds minus (B) amounts applied (or which will be so applied within 90 days of the receipt of such Net Cash Proceeds) to redeem the Senior Subordinated Notes pursuant to any Permitted Equity Claw Redemption; provided, however, that during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be less than 3.00:1.00 and greater than or equal to 2.00:1.00, Company shall only be required to make the prepayments and/or reductions otherwise required

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hereby in an amount equal to 25% of such Net Cash Proceeds; provided, further, that during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such period by the most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to Section 5.1(d)) shall be less than 2.00:1.00, no such prepayments or reductions shall be required.

        (d)   Issuance of Debt. On the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Cash Proceeds.

        (e)   Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with Fiscal Year 2005), Company shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow; provided, during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be less than 3.00:1.00 and greater than or equal to 2.00:1.00, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 37.5% of such Consolidated Excess Cash Flow; provided, further, that during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such period by the most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to Section 5.1(d)) shall be less than 2.00:1.00, no such prepayments or reductions shall be required.

        (f)    Revolving Loans and Swing Loans. Company shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

        (g)   Prepayment Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a) through 2.14(e), Company shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Company shall subsequently determine that the actual amount of Net Cash Proceeds or Consolidated Excess Cash Flow exceeded the amount set forth in such certificate, Company shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Company shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

        2.15. Application of Prepayments/Reductions.

        (a)   Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Company in the applicable notice of prepayment; provided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

        (i)    first, to repay outstanding Swing Line Loans to the full extent thereof;

        (ii)   second, to repay outstanding Revolving Loans to the full extent thereof; and

        (iii)  third, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

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Any prepayment of any Term Loan pursuant to Section 2.13(a) shall be further applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan.

        (b)   Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(e) shall be applied as follows:

        (i)    first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans;

        (ii)   second, to prepay the Swing Line Loans to the full extent thereof (without a corresponding reduction of the Revolving Commitments, except for prepayments required pursuant to Section 2.14(a) or Section 2.14(b), if a Default or Event of Default has occurred and is continuing); and

        (iii)  third, to prepay the Revolving Loans to the full extent thereof (without a corresponding reduction of the Revolving Commitments, except for prepayments required pursuant to Section 2.14(a) or Section 2.14(b), if a Default or Event of Default has occurred and is continuing).

        (c)   Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.18(c).

        2.16. General Provisions Regarding Payments.

        (a)   All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent's Principal Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day at Administrative Agent's sole discretion.

        (b)   All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

        (c)   Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender's applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

        (d)   Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

        (e)   Subject to the provisos set forth in the definition of "Interest Period," whenever any payment or other performance to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment or other performance shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

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        (f)    Company hereby authorizes Administrative Agent to charge Company's accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

        (g)   Administrative Agent may (in its sole discretion) deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt notice to Company and each applicable Lender (confirmed in writing) if any payment is non conforming. Any non conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

        (h)   If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement.

        2.17. Ratable Sharing.    Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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        2.18. Making or Maintaining Eurodollar Rate Loans.

        (a)   Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

        (b)   Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its outstanding Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Company shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

        (c)   Compensation for Breakage or Non-Commencement of Interest Periods. Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any

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interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Company.

        (d)   Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

        (e)   Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

        2.19. Increased Costs; Capital Adequacy.

        (a)   Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by

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such Lender (or its applicable lending office) with respect thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided, however, that failure to provide such statement shall not affect the right of a Lender to be indemnified hereunder unless such Lender shall have failed to provide such statement for more than 180 days after Lender became aware of the circumstances giving rise to its right to be indemnified hereunder, in which case Company shall have no obligation to pay any additional amounts incurred by such Lender more than 180 days prior to the date such Lender provides such statement to Company.

        (b)   Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided, however, that failure to provide such statement shall not affect the right of a Lender to be indemnified hereunder unless such Lender shall have failed to provide such statement for more than 180 days after Lender became aware of the circumstances giving rise to its right to be indemnified hereunder, in which case Company shall have no obligation to pay any additional amounts incurred by such Lender more than 180 days prior to the date such Lender provides such statement to Company.

        2.20. Taxes; Withholding, Etc.

        (a)   Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any

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federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

        (b)   Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(b)) under any of the Credit Documents: (i) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned under clause (iii) shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, that in the case of any Lender that became a Lender pursuant to an Assignment Agreement, Company shall pay such additional amounts to such Lender to the extent that the assignor Lender under the Assignment Agreement was entitled to such additional amounts on the date of the Assignment Agreement.

        (c)   Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a "Non-US Lender") shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is exempt from or subject to a reduced rate of deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation required

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under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is exempt from or subject to a reduced rate of deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is exempt from or subject to a reduced rate of deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

        (d)   Other Taxes. Company shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

        2.21. Obligation to Mitigate.    Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted

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by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

        2.22. Defaulting Lenders.    Anything contained herein to the contrary notwithstanding, in the event that any Lender defaults (a "Defaulting Lender") in its obligation to fund (a "Funding Default") any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(b)(iv) or 2.4(e) (in each case, a "Defaulted Loan"), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender" for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Company so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Company so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Company shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.11 with respect to such Defaulting Lender's Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.22, performance by Company of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.22. The rights and remedies against a Defaulting Lender under this Section 2.22 are in addition to other rights and remedies which Company may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent, Issuing Bank, Swing Line Lender or any Lender may have against such Defaulting Lender with respect to any Funding Default. Notwithstanding the foregoing, in the event of a failure of a Defaulting Lender to make payments owed hereunder to Administrative Agent, Issuing Bank or Swing Line Lender, Company shall be required to make all payments it would be required to make hereunder if there was no Defaulting Lender, and Administrative Agent, may apply all amounts that otherwise would have been payable to the Defaulting Lender under the Credit Documents to Administrative Agent, Issuing Bank or Swing Line Lender, as the case may be, until the Default Excess with respect to such Defaulting Lender shall have been reduced to zero.

        2.23. Removal or Replacement of a Lender.    Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an "Increased Cost Lender") shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company's request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, and (ii) the Default Period for such Defaulting Lender shall remain in effect; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof

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as contemplated by Section 10.5(b) or (c), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a "Non-Consenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the "Terminated Lender"), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each a "Replacement Lender") in accordance with the provisions of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11 (except as contemplated by Section 2.22); (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. In the event any Terminated Lender fails to execute the agreements required under Section 10.6 in connection with an assignment pursuant to this Section 2.23, Company may, upon three Business Days prior notice to such Terminated Lender, execute such agreements on behalf of such Terminated Lender, and any such agreements so executed by Company, the Replacement Lender and Administrative Agent shall be effective for purposes of this Section 2.23 and for Section 10.6.

        2.24. Incremental Facilities.    Company may up to two times during the period from and including the Closing Date to but excluding the Tranche B Term Loan Maturity Date by written notice to Lead Arranger elect to request the establishment of new term loan commitments (the "New Term Loan Commitments"), by an amount not in excess of $40.0 million in the aggregate and not less than $10.0 million individually, and integral multiples of $2.5 million in excess of that amount. Each such notice shall specify (a) the date (each, an "Increased Amount Date") on which Company proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Lead Arranger and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a "New Term Loan Lender") to whom Company proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a "Joinder Agreement") executed and delivered by Company, Lead

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Arranger, Administrative Agent and each New Term Loan Lender, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); and (e) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a "Series") of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a "New Term Loan") in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company's notice of each Increased Amount Date and in respect thereof the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. In any event (i) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, and (ii) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans. In the event that any Net Yield for any Series of New Term Loans is in excess of the per annum rate of interest applicable to the Tranche B Term Loans, then the per annum rate of interest for all outstanding Tranche B Term Loans shall automatically be increased to any extent required so that the per annum rate of interest for all outstanding Tranche B Term Loans is equal to the Net Yield for such New Term Loans without any action or consent of Company, any other Credit Party, any Agent or any Lender. "Net Yield", for purposes of New Term Loans, shall mean the sum of (a) the Applicable Margin applicable to such New Term Loans at the Increased Amount Date plus (b) any original issue discount offered to New Term Loan Lenders amortized equally over the period from the Increased Amount Date to the applicable New Term Loan Maturity Date; provided, that such original issue discount shall not be amortized over a period of greater than three years. Notwithstanding anything to the contrary contained herein, Company, Guarantors, Administrative Agent, Collateral Agent and Lead Arranger may execute such amendments and/or amendments and restatements to this Agreement and the other Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.24, and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.24.

SECTION 3. CONDITIONS PRECEDENT

        3.1. Closing Date.    The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

        (a)   Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document originally executed and delivered by each applicable Credit Party for each Lender.

        (b)   Organizational Documents; Incumbency. Administrative Agent shall have received (i) a copy of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving

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and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party's jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

        (c)   Organizational and Capital Structure. The organizational structure and capital structure of Holdings and its Subsidiaries, after giving effect to the Transactions, shall be as set forth on Schedule 4.1 and Schedule 4.2. Administrative Agent shall be reasonably satisfied with the capitalization, structure and equity ownership of Holdings, Company and Target after giving effect to the Transactions.

        (d)   Capitalization of Holdings and Company. On or before the Closing Date:

        (i)    Holdings shall have received and contributed to the equity of Company an amount in cash from the Equity Financing equal to at least $89.8 million; and the terms and documentation of the Equity Financing shall be in form and substance reasonably satisfactory to Administrative Agent;

        (ii)   Holdings shall have repurchased all of its outstanding Class C Redeemable Preferred Stock for aggregate cash consideration not to exceed $18.8 million;

        (iii)  Holdings shall have paid certain accrued dividends in cash to holders of its Class A 5% Convertible Preferred Stock and Class C Redeemable Preferred Stock in an aggregate amount not to exceed $22.7 million; and

        (iv)  the Merger shall have been consummated in accordance with the Merger Agreement, and Target shall have become a wholly-owned Subsidiary of Company.

        (e)   Consummation of Transactions.

        (i)    all conditions to the Merger and the Acquisition set forth in Merger Agreement shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Administrative Agent, (2) the Merger and the Acquisition shall have become effective in accordance with the terms of the Merger Agreement and (3) the aggregate cash consideration paid in connection with the Merger Agreement shall not exceed $208.7 million;

        (ii)   Company shall have received at least $175.0 million in gross cash proceeds from the issuance and sale of the Senior Subordinated Notes, and the terms and conditions of the Senior Subordinated Note Documents shall be reasonably satisfactory to Administrative Agent; and

        (iii)  Administrative Agent shall each have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith. Each Related Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Administrative Agent and no provision thereof shall have been modified or waived in any respect reasonably determined by Administrative Agent to be material, in each case without the consent of Administrative Agent.

        (f)    Existing Indebtedness. On the Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of

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Holdings and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Holdings and its Subsidiaries with respect thereto.

        (g)   Transaction Costs. On or prior to the Closing Date, Company shall have delivered to Administrative Agent Company's reasonable estimate of the Transactions Costs (other than fees payable to any Agent).

        (h)   Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the Related Agreements or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

        (i)    Real Estate Assets. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Company and/or the applicable Guarantor:

        (i)    fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(i) (each, a "Closing Date Mortgaged Property");

        (ii)   an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

        (iii)  (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, a "Title Policy"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, insuring the Mortgages to be valid First Priority Liens and containing exceptions to coverage only for matters that are Permitted Liens, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent, and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; and

        (iv)  copies of flood searches for all Closing Date Mortgaged Property and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community

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that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent.

        (j)    Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received:

        (i)    evidence satisfactory to Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements, originals of all Pledged Notes (as such term is defined in the Pledge and Security Agreement) accompanied by instruments of transfer undated and endorsed in blank, originals of all certificates or instruments representing or evidencing the Pledged Stock (as such term is defined in the Pledge and Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank, and all other certificates, agreements, including control agreements, or instruments necessary to perfect Collateral Agent's security interest in all Instruments, all Deposit Accounts and all Investment Property of each Credit Party (as each such term is defined in the Pledge and Security Agreement and, in each case, to the extent required by the Pledge and Security Agreement));

        (ii)   a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of Company, on behalf of each Credit Party, together with (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);

        (iii)  opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and

        (iv)  evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a Landlord Personal Property Collateral Access Agreement executed by the landlord of each Leasehold Property listed on Schedule 3.1(j) and by the applicable Credit Party and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

        (k)   Environmental Reports. Administrative Agent shall have received the environmental reports listed on Schedule 3.1(k) and a reliance letter from Environmental Strategies Consulting in the form set forth on Schedule 3.1(k).

        (l)    Financial Statements; Projections. Lenders shall have received from Company: (i) the Historical Financial Statements in form and substance reasonably satisfactory to Administrative

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Agent, (ii) the pro forma consolidated balance sheet and related pro forma consolidated statements of income of Company as of and for the twelve-month period ending March 31, 2004, and reflecting the consummation of the Transactions (including the Related Financing Transactions) and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date as if such Transactions had been consummated on March 31, 2004, which pro forma financial statements shall be in form and substance reasonably satisfactory to Administrative Agent, and (iii) the Projections.

        (m)  Evidence of Insurance. Collateral Agent shall have received a certificate from Company's insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that Collateral Agent, for the benefit of Secured Parties, has been named as additional insured and loss payee thereunder to the extent required under Section 5.5.

        (n)   Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of each of Hogan & Hartson LLP, counsel for Credit Parties, and such other local counsel for Credit Parties as Administrative Agent may reasonably request, in each case covering such matters as Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

        (o)   Fees. Company shall have paid to Agents the fees payable on the Closing Date referred to in Section 2.11(d).

        (p)   Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Company, dated the Closing Date and addressed to Administrative Agent and Lenders, and in form, scope and substance reasonably satisfactory to Administrative Agent, with appropriate attachments and demonstrating that after giving effect to the consummation of the Transactions, Holdings, Company and their Subsidiaries are and will be Solvent.

        (q)   Closing Date Certificate. Company shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

        (r)   Credit Ratings. The credit facilities provided for under this Agreement shall have been assigned a credit rating by S&P and Moody's.

        (s)   No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate, (x) relates to the Credit Documents or (y) could reasonably be expected to materially impair the Transactions, the financing thereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements, or (z) could have a Material Adverse Effect.

        (t)    Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent and its counsel shall be reasonably satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

        (u)   Information for Regulators. Administrative Agent shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by Governmental

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Authorities under applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act.

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

        3.2. Conditions to Each Credit Extension.

        (a)   Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

        (i)    Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

        (ii)   after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

        (iii)  as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

        (iv)  as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

        (v)   on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

        (b)   Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

        In order to induce Agents, Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Agent, each Lender and Issuing Bank, on the Closing Date and on each Credit Date, as follows (it being

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understood and agreed that the representations and warranties made on the Closing Date are deemed to be made after giving effect to the consummation of the Transactions):

        4.1. Organization; Requisite Power and Authority; Qualification.    Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where it is necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and would not be reasonably expected to have, a Material Adverse Effect.

        4.2. Capital Stock and Ownership.    The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving effect to the Transactions.

        4.3. Due Authorization.    The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

        4.4. No Conflict.    The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any material Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders.

        4.5. Governmental Consents.    The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing Date.

        4.6. Binding Obligation.    Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability.

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        4.7. Historical Financial Statements.    The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year end adjustments. As of the Closing Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto (other than liabilities associated with the Acquisition and related restructuring charges and reserves) and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.

        4.8. Projections.    On and as of the Closing Date, the Projections of Company and its Subsidiaries for the Fiscal Year 2004 through and including Fiscal Year 2010 and for the Fiscal Quarters beginning with the first Fiscal Quarter of 2004 and through and including the fourth Fiscal Quarter of 2004 (collectively, the "Projections") are based on good faith estimates and assumptions made by the management of Company believed by Company to be reasonable at the time made and as of the Closing Date; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

        4.9. No Material Adverse Change.    Since December 31, 2003, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

        4.10. Disclosure.    No statement or information contained in any Credit Document, the Confidential Information Memorandum or in any other documents, certificates or written statements furnished to Administrative Agent or any Lenders by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions contemplated hereby, when taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements or information contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Company to be reasonable at the time made and as of the Closing Date (in the case of projections and pro forma financial information contained in the Confidential Information Memorandum), it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Holdings or Company that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been expressly disclosed herein, in the Confidential Information Memorandum or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

        4.11. Adverse Proceedings, Etc.    There are no Adverse Proceedings that (a), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) relate to any of the Credit Documents or the Transactions. Neither Holdings nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality,

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domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

        4.12. Payment of Taxes.    Except as otherwise permitted under Section 5.3, all tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable (other than taxes, assessments, fees and other governmental charges, the amount or validity of which are being contested in good faith by appropriate proceedings and with respect to which any reserves required by GAAP have been provided on the books of Holdings or its Subsidiary, as the case may be). The content of all such tax returns and reports are correct and complete in all material respects.

        4.13. Properties.

        (a)   Title. Except as set forth on Schedule 4.13 and except for Permitted Liens, each of Company and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, including all Real Estate Assets, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens other than Permitted Liens.

        (b)   Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets owned by any Credit Party, including the common address, record owner and estimated fair market value thereof, (ii) all Leasehold Property of any Credit Party, including the common address thereof, all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each such Leasehold Property and the expiration date, unexercised renewal options and annual rental payments thereunder, and (iii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) of Real Estate Assets under which any Credit Party is the landlord, including the expiration date, unexercised renewal options and annual rental payments thereunder. As of the Closing Date, each agreement listed in clauses (ii) and (iii) of the immediately preceding sentence is in full force and effect and Company does not have knowledge of any default that has occurred and is continuing thereunder and that would be reasonably likely to have a Material Adverse Effect, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles.

        4.14. Environmental Matters.

        (a)   Except as set forth in Schedule 4.14 and except as would not reasonably be likely to have a Material Adverse Effect:

        (i)    Holding and its Subsidiaries are in compliance with the Environmental Laws, which compliance includes, but is not limited to, the possession by Holdings and its Subsidiaries of all permits and other authorizations required under the Environmental Laws, and compliance with the terms and conditions thereof. Neither Holdings nor any of its Subsidiaries has received any communication (written or, to the knowledge of Holdings or its Subsidiaries,

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oral), whether from any Governmental Authorities or any Person, including without limitation any citizens group, employee or otherwise, that alleges that Holdings or any Subsidiary is not in compliance with any Environmental Laws, and there are no circumstances that could reasonably be expected to prevent or interfere with such compliance in the future;

        (ii)   there is no Environmental Claim pending and, to the knowledge of Holdings or its Subsidiaries, there is no investigation by a Governmental Authority under Environmental Laws pending or threatened or Environmental Claim threatened against Holdings or its Subsidiaries, or against any Person or entity whose liability for any Environmental Claim, investigation by a Governmental Authority under Environmental Laws or Hazardous Materials Activity Holdings or its Subsidiaries has retained or assumed either contractually or by operation of law;

        (iii)  there are no past or present Hazardous Materials Activity or other actions, activities, circumstances, conditions, events or incidents, including, without limitation, any Release or presence of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Claim or investigation by a Governmental Authority under Environmental Laws against Holdings or its Subsidiaries, or against any Person or entity whose liability for any Environmental Claim or investigation by a Governmental Authority under Environmental Laws Holdings or its Subsidiaries has retained or assumed either contractually or by operation of law; and

        (iv)  neither Holdings nor its Subsidiaries, nor, to the best knowledge of any Credit Party, any predecessor of Holdings or its Subsidiaries has filed any notice under any Environmental Law indicating or relating to past or present treatment of Hazardous Materials at or relating to any Facility.

        (b)   Holdings has made available to Administrative Agent and the Lenders all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or reasonably available to Holdings or its Subsidiaries regarding environmental matters pertaining to or the environmental condition of the Facilities or which relate to any environmental liabilities of Holdings or its Subsidiaries, or the predecessors of any of them, or the compliance (or noncompliance) by any of them with any Environmental Laws.

        (c)   Neither Holdings nor any of its Subsidiaries are required under Environmental Laws by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials other than as required pursuant to Section 3.1(k) hereof, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Authority, except for any notices or approvals required in connection with any environmental permits in the ordinary course of business, or (iv) to record or deliver to any Person or entity any disclosure document or statement pertaining to environmental matters.

        4.15. No Defaults.    Neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

        4.16. Material Contracts.Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect and no defaults exist thereunder as of the Closing Date.

        4.17. Governmental Regulation.    Neither Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the

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Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a "registered investment company" or a company "controlled" by a "registered investment company" or a "principal underwriter" of a "registered investment company" as such terms are defined in the Investment Company Act of 1940.

        4.18. Margin Stock.    Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

        4.19. Employee Matters.    Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the knowledge of Holdings and Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Holdings and Company, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the knowledge of Holdings and Company, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and Company, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

        4.20. Employee Benefit Plans.    Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter that would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth on Schedule 4.20, no ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws or as set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any current or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Except as set forth on Schedule 4.20, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. No Employee Benefit Plan is a Multiemployer Plan.

        4.21. Certain Fees.    No broker's or finder's fee or commission will be payable with respect hereto or any of the transactions contemplated hereby.

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        4.22. Solvency.    Each Credit Party is and, upon the incurrence of any Obligation by such Credit Party on any date on which this representation and warranty is made, will be, Solvent.

        4.23. Related Agreements.

        (a)   Delivery. As of the Closing Date, Company has delivered to Administrative Agent complete and correct copies of each Related Agreement and of all exhibits and schedules thereto as of the date hereof.

        (b)   Representations and Warranties. Except to the extent otherwise expressly set forth herein or in the schedules hereto, and subject to the qualifications set forth therein, each of the representations and warranties given by any Credit Party in any Related Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates). Notwithstanding anything in the Related Agreement to the contrary, the representations and warranties of each Credit Party set forth in this Section 4.23 shall, solely for purposes hereof, survive the Closing Date for the benefit of Lenders.

        (c)   Governmental Approvals. All Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Related Agreements or to consummate the Transactions have been obtained and are in full force and effect.

        (d)   Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the Transactions set forth in the Related Agreements have been duly satisfied or, with the consent of Administrative Agent, waived, and (ii) the Transactions have been consummated in accordance with the Related Agreements and all applicable laws.

        4.24. Compliance with Statutes, Etc.    Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (excluding compliance with all applicable Environmental Laws, which matters are covered in Section 4.14 hereof), except such non compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

        4.25. Senior Indebtedness.    The Obligations (including the Guaranteed Obligations) constitute "Designated Senior Indebtedness", "Senior Indebtedness" and "Permitted Indebtedness" under and as defined in the documents relating to any Subordinated Indebtedness. The Liens of Collateral Agent for the benefit of Secured Parties on the Collateral are permitted under the terms of the documents relating to any Subordinated Indebtedness.

SECTION 5. AFFIRMATIVE COVENANTS

        Each Credit Party covenants and agrees that until the Termination Date each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

        5.1. Financial Statements and Other Reports.    Company will deliver to Administrative Agent (for distribution to Lenders):

        (a)   Monthly Reports. As soon as available, and in any event within 30 days after the end of each month ending after the Closing Date (except a month that is the end of a Fiscal Quarter), the consolidated balance sheet of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding month of the previous Fiscal Year and the

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corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Narrative Report (if otherwise prepared) with respect thereto;

        (b)   Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

        (c)   Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect such consolidated financial statements a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company, and reasonably satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating whether, in connection therewith, any condition or event that constitutes an Event of Default under Section 6.8 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof;

        (d)   Compliance Certificate. Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate;

        (e)   Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the audited Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of quarterly financial statements after such change, one or more statements of reconciliation for all financial statements for the preceding Fiscal Year and each completed Fiscal Quarter of the current Fiscal Year in form and substance reasonably satisfactory to Administrative Agent;

        (f)    Notice of Default. Promptly and in any event no later than three Business Days after any officer of Company obtaining knowledge (i) of any condition or event that constitutes a Default or

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an Event of Default or that notice has been given to Company with respect thereto; or (ii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto;

        (g)   Notice of Litigation. Promptly upon any officer of Company obtaining knowledge of (i) the institution of, or non frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Holdings or Company to enable Lenders and their counsel to evaluate such matters;

        (h)   ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service or the Department of Labor, as appropriate, with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

        (i)    Financial Plan. As soon as practicable and in any event no later than December 31 of each Fiscal Year, a consolidated plan and financial forecast for the next Fiscal Year (a "Financial Plan"), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance Certificates and an explanation of the assumptions on which such forecasts are based, and (ii) forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of each such Fiscal Year;

        (j)    Information Regarding Collateral. Company will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party's corporate name, (ii) in any Credit Party's identity or corporate structure or (iii) in any Credit Party's organizational identification number. Each Credit Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in the Collateral as contemplated in the Collateral Documents. Company also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

        (k)   Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent an Officer's Certificate either confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date

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or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes; and

        (l)    Other Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Holdings to its security holders acting in such capacity or by any Subsidiary of Holdings to its security holders other than Holdings or another Subsidiary of Holdings, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by Holdings or any of its Subsidiaries to the public concerning material developments in the business of Holdings or any of its Subsidiaries, and (iv) any material amendment, restatement, supplement or other modification to or waiver of any Senior Subordinated Debt Document entered into after the date hereof, and (B) such other information and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender, in each case only to the extent substantially similar information has not previously been provided to Administrative Agent and Lenders.

        5.2. Existence.    Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, (x) no Credit Party or any of its Subsidiaries (other than Holdings and Company) shall be required to preserve any such existence, and (y) no Credit Party or any of its Subsidiaries shall be required to preserve any such right or franchise, licenses and permits if, in the case of clause (x) or (y), such Person's board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders and that, in the case of clause (y), the failure to maintain such franchise, license or permit would not reasonably be expected to result in a Material Adverse Effect.

        5.3. Payment of Taxes and Claims.    Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim that has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale or foreclosure of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries).

        5.4. Maintenance of Properties.    Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear and Recovery Events excepted, all material properties used or useful in the business of Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

        5.5. Insurance.    Company will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and its Subsidiaries as may customarily be carried or

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maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, (b) replacement value casualty insurance on each fee owned Real Estate Asset, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are carried or maintained under similar circumstances by Persons of established reputation engaging in similar businesses and (c) with respect to each Leasehold Property, such policies of insurance with such terms, coverages and deductibles as shall be required under the terms of the applicable lease for such Leasehold Property. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Secured Parties, as the loss payee thereunder and provides for at least thirty days' prior written notice to Collateral Agent of any modification or cancellation of such policy.

        5.6. Inspections.    Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

        5.7. Lenders Meetings.    Company will, upon the request of Administrative Agent, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company's corporate offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

        5.8. Compliance with Laws.    Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), except to the extent that failure to comply therewith would not reasonably be expected to result in a Material Adverse Effect.

        5.9. Environmental.

        (a)   Environmental Disclosure. Company will deliver to Administrative Agent and Lenders:

        (i)    as soon as practicable following receipt thereof, copies of all non-privileged environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental noncompliance or liability matters at any Facility or with respect to any Environmental Claims and any investigations by Governmental Authorities under Environmental Laws;

        (ii)   promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state, provincial, foreign or local Governmental Authorities under any applicable Environmental Laws other than permitted Releases and other Releases occurring in the ordinary course of business, (2) any remedial action that would be reasonably likely to have a Material Adverse Effect, or (3) any material Environmental Claims and investigations by a Governmental Authority under Environmental Laws, and (4) Holdings or Company's discovery of any occurrence or condition on any real

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property at, from, adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

        (iii)  as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims, (2) any Release required to be reported to any federal, state, provincial, foreign or local Governmental Authorities Laws other than permitted Releases and other Releases occurring in the ordinary course of business, and (3) any request for information from any Governmental Authorities that indicates that such Governmental Authority is investigating whether Holdings or any of its Subsidiaries have liability under Environmental Laws for any Release or Hazardous Materials Activity;

        (iv)  prompt written notice describing in reasonable detail any proposed acquisition of stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be expected to (A) result in any material Environmental Claims or investigations by Governmental Authorities under Environmental Laws, or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations; and

        (v)   with reasonable promptness, such other non-privileged documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

        (b)   Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any material noncompliance with or violation of any Environmental Laws by such Credit Party or its Subsidiaries, and (ii) diligently respond to or comply with any Environmental Claim or investigation by a Governmental Authority under Environmental Laws against such Credit Party or any of its Subsidiaries, or against any Person or entity whose liability for any Environmental Claim Holdings or its Subsidiaries has retained or assumed either contractually or by operation of law, and discharge any obligations it may have to any Person or Governmental Authorities thereunder.

        (c)   Disclaimer. Nothing in herein or in this Agreement shall, or shall be deemed to, subject any Agent or any Lender to liability under any Environmental Law or otherwise for the actions, inactions, liabilities or obligations of Holdings, any of its Subsidiaries, or any predecessor of any of them, relating to any Hazardous Materials, any Hazardous Materials Activity, any Release or any other circumstance pertaining to environmental matters or environmental conditions at, from or relating to any Facility or any other environmental liabilities of Holdings, its Subsidiaries or any of their predecessors.

        5.10. Subsidiaries.    In the event that any Person becomes a Domestic Subsidiary of Company, Company shall promptly and, in any case, within 30 days, (a) cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(i), 3.1(j), 3.1(k) and 3.1(n). In the event that any Person becomes a Foreign Subsidiary of Company, and the ownership interests of such Foreign Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b), and Company shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(j)(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in the lesser of (x) 100%

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of such ownership interests held by Company or any Domestic Subsidiary and (y) 65% of the outstanding ownership interests having voting rights of such Foreign Subsidiary. With respect to each such Subsidiary, Company shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for all purposes hereof.

        5.11. Additional Material Real Estate Assets.    In the event that any Credit Party acquires an Additional Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, within 90 days after acquiring such Additional Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Additional Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Additional Material Real Estate Asset. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding the foregoing, the provisions of this Section 5.11 shall not apply to any owned Real Estate Asset or Leasehold Property created or acquired by Company or any Subsidiary after the Closing Date as to which Administrative Agent has determined in its reasonable discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.

        5.12. Ratings.    Company will at all times maintain credit ratings by S&P and Moody's in respect of the credit facilities provided for under this Agreement.

        5.13. Compliance with Terms of Leases.    Each Credit Party shall (i) make all payments and otherwise perform all obligations in respect of all leases, subleases or similar documents affecting any Real Estate Asset of a Credit Party, (ii) keep such leases, subleases or similar documents in full force and effect and not allow the same to lapse or be terminated prior to the respective expiration dates thereof, (iii) notify Collateral Agent of any default by any party with respect to such leases, subleases or similar documents that is known to such Credit Party and (iv) promptly cure any such default to the extent that is on the part of the Credit Party, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

        5.14. Further Assurances.    At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Holdings and its Subsidiaries and all of the outstanding Capital Stock of Company and its Subsidiaries (subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries).

        5.15. Conditions Subsequent to the Closing Date as to Real Property.

        (a)   Within ten days (or such longer period as Administrative Agent shall agree) after the Closing Date, Company shall deliver to counsel for Collateral Agent a schedule setting forth for each Leasehold Property listed in Schedule 5.15(a) (each, a "Post-Closing Leasehold Property"),

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(i) whether the consent of the landlord is required in order to mortgage the leasehold interest in such Post-Closing Leasehold Property (and Company shall also provide a copy of the applicable provision from the lease for such Post-Closing Leasehold Property), (ii) whether such Post-Closing Leasehold Property is a Recorded Leasehold Interest, and if so, the applicable recording information for the Recorded Document (and Company shall also provide a copy of such Recorded Document, if available) and (iii) the status of Company's efforts to obtain the Landlord Consent and Waiver and, if applicable, evidence of a Recorded Leasehold Interest for each such Post-Closing Leasehold Property, as required by the next succeeding sentence. With respect to each Post-Closing Leasehold Property, Company and/or the applicable Guarantors shall use commercially reasonable efforts to obtain a Landlord Consent and Waiver and evidence that each such Post-Closing Leasehold Property is a Recorded Leasehold Interest not later than 30 days (or such longer period as Administrative Agent shall agree) after the Closing Date (the "Post-Closing Real Property Deadline Date"). In addition, with respect to each Post-Closing Leasehold Property other than any such Post-Closing Leasehold Property for which Company and/or the applicable Guarantors shall have failed to obtain a Landlord Consent and Waiver (to the extent that the consent of the landlord is required in order to execute and record a Mortgage, as indicated in the schedule to be delivered to counsel for Collateral Agent pursuant hereto) or evidence of a Recorded Leasehold Interest by the Post-Closing Real Property Deadline Date, after using commercially reasonable efforts to do so (each Post-Closing Leasehold Property for which no such failure has occurred, a "Post-Closing Mortgaged Leasehold Property"), Company shall deliver to Collateral Agent, not later than the Post-Closing Real Property Deadline Date, the following:

        (i)    fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Post-Closing Mortgaged Leasehold Property;

        (ii)   an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Post-Closing Mortgaged Leasehold Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

        (iii)  the Landlord Consent and Waiver (unless consent of the landlord was not required in order to execute the applicable Mortgage) and evidence that each Post-Closing Mortgaged Leasehold Property is a Recorded Leasehold Interest;

        (iv)  (A) ALTA mortgagee leasehold Title Policies with respect to each Post-Closing Mortgaged Leasehold Property, in amounts not less than the fair market value of each Post-Closing Mortgaged Leasehold Property, insuring the Mortgages to be valid First Priority Liens and containing exceptions to coverage only for matters that are Permitted Liens, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent, and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Post-Closing Mortgaged Leasehold Property in the appropriate real estate records;

        (v)   copies of flood searches for all Post-Closing Mortgaged Leasehold Property and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in

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compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and

        (vi)  evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

        (b)   With respect to each Leasehold Property listed in Schedule 5.15(b) (each, a "Collateral Access Property"), Company and/or the applicable Guarantors shall use commercially reasonable efforts to obtain and deliver to Collateral Agent, not later than the Post-Closing Real Property Deadline Date, a Landlord Personal Property Collateral Access Agreement executed by the landlord of each Collateral Access Property and by the applicable Credit Party.

        (c)   With respect to each Closing Date Mortgaged Property, Company and/or the applicable Guarantors shall deliver to Collateral Agent, not less than the date that is 15 days (or such longer period as Administrative Agent shall agree) after the Closing Date, (i) ALTA surveys or, where available, updates of previously issued ALTA surveys of all Closing Date Mortgaged Properties, by land surveyors duly registered and licensed in the States in which the Closing Date Mortgaged Property is located and certified to Collateral Agent in a manner satisfactory to Collateral Agent, dated not more than thirty days prior to the Closing Date and otherwise in form and substance reasonably satisfactory to Collateral Agent, (ii) endorsements to the Title Policies for the Closing Date Mortgaged Properties (A) providing coverage over survey matters (and other customary survey-related endorsements, including a survey endorsement and contiguity endorsement, if applicable) and (B) providing zoning coverage (ALTA 3.1, including parking) and (iii) fully executed and notarized amendments to the Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, if necessary to correct any defect in the Mortgages disclosed by the surveys.

        (d)   As used in this Section 5.15, "commercially reasonable efforts" shall require Company to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices and keep Collateral Agent and/or its counsel reasonably updated as to the status of such matters.

SECTION 6. NEGATIVE COVENANTS

        Each Credit Party covenants and agrees that, until the Termination Date, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

        6.1. Indebtedness.    Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

        (a)   the Obligations;

        (b)   Indebtedness (i) of any Guarantor Subsidiary to Company or to any other Guarantor Subsidiary, (ii) of Company to any Guarantor Subsidiary, (iii) of any Foreign Subsidiary to Company or any other Subsidiary in an aggregate principal amount for all such Foreign Subsidiaries at any time outstanding not to exceed, when aggregated with the amount of Investments made pursuant to Section 6.7(b)(i)(C), $5.0 million, or (iv) of any Foreign Subsidiary to another Foreign Subsidiary; provided, in the case of the foregoing clauses (i), (ii) and (iii), (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany

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subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (C) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Company or to any of its Subsidiaries for whose benefit such payment is made;

        (c)   (i) Indebtedness with respect to the Senior Subordinated Notes (including any notes issued in exchange therefor in accordance with any registration rights document entered into in connection with the issuance of the Senior Subordinated Notes), (ii) additional unsecured Subordinated Indebtedness of Company and its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed (A) $10.0 million plus (B) any additional principal amount of such Indebtedness issued in lieu of cash interest on such outstanding Indebtedness or any Permitted Refinancing thereof and (iii) any refinancing of such Indebtedness referred to in this Section 6.1(c) ("Permitted Refinancing"); provided that, (i) such Permitted Refinancing shall be on terms not materially more burdensome, taken as a whole (as certified in writing by Company to Administrative Agent), to any Lender than the Indebtedness being refinanced and otherwise on such terms that are reasonably satisfactory to Administrative Agent, (ii) such Permitted Refinancing shall not have a stated maturity or Weighted Average Life to Maturity that is shorter than that of the Indebtedness being refinanced and such Permitted Refinancing shall not amortize prior to the final maturity date thereof, (iii) the principal amount thereof does not exceed the sum of (A) the principal amount of the Indebtedness being so refinanced (or if issued with original issue discount, the accreted value thereof at the time of such refinancing), (B) accrued and unpaid interest, fees and expenses owing with respect thereto, (C) any tender fees or redemption premiums required to be paid thereon, and (D) fees and expenses relating to such Permitted Refinancing, (iv) no Default or Event of Default shall have occurred and be continuing or would arise from such Permitted Refinancing, (v) after giving effect to the incurrence of such Permitted Refinancing and the application thereof, Company and its Subsidiaries shall be in pro forma compliance with the provisions of Section 6.8, and (vi) the Net Cash Proceeds of such Permitted Refinancing shall be applied to repay or refinance Indebtedness incurred under this Section 6.1(c);

        (d)   Indebtedness incurred by Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Company or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Company or any of its Subsidiaries;

        (e)   Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

        (f)    Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

        (g)   guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries;

        (h)   Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not materially less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the Weighted Average Life to Maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being

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extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced or (C) incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

        (i)    Indebtedness with respect to Capital Leases in an aggregate amount not to exceed at any time $2.5 million;

        (j)    purchase money Indebtedness (including Indebtedness of Company and its Subsidiaries for industrial revenue bonds or other similar governmental and municipal bonds) incurred in the ordinary course of business to provide all or a portion of the purchase price of an asset, including construction, installation or improvement of any after acquired real or personal tangible property which is incurred within 180 days following such acquisition, construction, installation or improvement (or to refinance purchase money Indebtedness incurred under this Section 6.1(j) ); provided, (i) any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, together with the products and proceeds thereof, (ii) any such Indebtedness shall not exceed 100% of the cost (determined by Company in good faith and in accordance with GAAP) to Company or such Subsidiary, as applicable, of the property so purchased, constructed, improved or leased, (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iv) the aggregate principal amount of all such Indebtedness shall not exceed $10.0 million at any time outstanding;

        (k)   (i) Indebtedness of newly acquired Subsidiaries of Company acquired in such Permitted Acquisitions (so long as such Indebtedness was not incurred in anticipation of such Permitted Acquisition) and (ii) Indebtedness of Company or any of its Subsidiaries owed to the seller in any Permitted Acquisition constituting part of the purchase price thereof; provided that, the aggregate principal amount of all such Indebtedness permitted by this Section 6.1(k) shall not exceed $10.0 million at any time outstanding;

        (l)    Indebtedness in respect of Hedge Agreements incurred in the ordinary course of business and not for speculative purposes;

        (m)  Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of capital stock of Holdings permitted by Section 6.5 in an aggregate amount not to exceed at any time $500,000;

        (n)   Indebtedness consisting of obligations of Company or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions in an aggregate amount not to exceed $2.0 million;

        (o)   Indebtedness representing deferred compensation to employees of Company and its Subsidiaries in the ordinary course of business of Company and its Subsidiaries;

        (p)   unsecured Contingent Obligations made in the ordinary course of business by Company or any Guarantor Subsidiary of obligations of Company or any Guarantor Subsidiary permitted hereunder (other than obligations referenced in Section 6.1(k)); and

        (q)   other Indebtedness of Company and its Subsidiaries in an aggregate principal amount not to exceed at any time $10.0 million.

        6.2. Liens.    Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any effective financing statement or other

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similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except:

        (a)   Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

        (b)   Liens for Taxes (i) that are not yet required to be paid pursuant to Section 5.3 or (ii) if obligations with respect to such Taxes are immaterial and are not overdue by more than 15 days;

        (c)   statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of 15 days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

        (d)   Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

        (e)   easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Company or any of its Subsidiaries;

        (f)    any interest or title of a lessor or sublessor under any lease of real estate entered into in the ordinary course of business;

        (g)   Liens solely on any cash earnest money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

        (h)   purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

        (i)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

        (j)    any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

        (k)   licenses of patents, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Company or such Subsidiary;

        (l)    Liens described in Schedule 6.2 or on a title report delivered pursuant to Section 3.1(i)(iii);

        (m)  Liens securing Indebtedness permitted pursuant to Section 6.1(i) or Section 6.1(j); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and the products and proceeds thereof;

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        (n)   Liens on property of Company or any of its Subsidiaries created solely for the purpose of securing Indebtedness permitted by Section 6.1(k) (so long as in the case of clause (i) of Section 6.1(k), such Lien was not incurred in anticipation of the related acquisition); provided that no such Lien incurred in connection with Indebtedness pursuant to Section 6.1(k) shall extend to or cover other property of Company or such Subsidiary other than the respective property so acquired (and the products and proceeds thereof), and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the obligations secured on the date of the acquisition of such asset or such Person becomes a Subsidiary, as the case may be;

        (o)   Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit;

        (p)   (i) mortgages, liens, security interests, restrictions, encumbrances or any other matter of record that have been placed by any developer, landlord or other third party on property over which Company or any of its Subsidiaries has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;

        (q)   Liens securing the payment of insurance premiums and/or deductibles;

        (r)   any obligations or duties affecting any of the assets of Company or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such asset for the purposes for which it is held;

        (s)   Liens imposed by operation of law or other attachment or judgment Liens with respect to any judgments or orders not constituting an Event of Default under Section 8.1(h);

        (t)    Liens on property of Company or any Subsidiary in favor of landlords securing licenses, subleases and leases and not interfering in any material respect with the business of Company or such Subsidiary;

        (u)   Liens securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 6.1(q) so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $5.0 million at any one time; and

        (v)   Liens not otherwise permitted by this Section 6.2 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $1.0 million at any one time.

        6.3. Fiscal Year.    Company shall not, nor shall it permit any of its Subsidiaries to, change its Fiscal Year end from December 31.

        6.4. No Further Negative Pledges.    Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale; (b) restrictions imposed by the Senior Subordinated Note Documents (and Permitted Refinancings of the Senior Subordinated Notes; provided such restrictions contained in such Permitted Refinancings are no more burdensome than those contained in the Senior Subordinated Note Documents) and the Credit Documents; (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that, such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); and (d) restrictions contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, solely with respect to the properties and assets of the Foreign Subsidiaries obligated on such Indebtedness (and Foreign Subsidiaries thereof), neither Company nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

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        6.5. Restricted Junior Payments.    Company shall not, nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, any sum for any Restricted Junior Payment, except:

        (a)   Company may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued;

        (b)   any Restricted Junior Payment, to the extent that such Restricted Junior Payment would constitute any dividend, distribution or other payment to (i) Company or to any of the Guarantor Subsidiaries, by any of Company's Subsidiaries or (ii) any Foreign Subsidiary of Company by any other Foreign Subsidiary of Company;

        (c)   so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the payment of regular management fees to KRG and DLJMB (and, without duplication, Restricted Junior Payments made by Company to Holdings to fund such payments) shall be permitted in the amounts and at the times specified in the Management Agreements, as in effect on the Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of Lenders in any respect than such agreement as it was in effect on the Closing Date; provided that payments under this clause (c) shall in any event not exceed the sum of (x) $900,000 in any Fiscal Year, plus (y) transaction fees equal to 2% of the value of any transactions subject thereto and reimbursement of any reasonable out-of-pocket expenses of KRG and DLJMB or their Affiliates, plus (z) the amount of any payments referred to in clauses (x) and (y) above that would have been made in any prior Fiscal Year pursuant to this Section 6.5(c) but were not so made because of the existence of a Default or an Event of Default;

        (d)   Company may make Restricted Junior Payments to Holdings (i) in order to pay reasonable legal and accounting expenses, payroll and other compensation expenses of directors of Holdings and any employees of Holdings whose principal responsibilities involve management or other duties for Company and its Subsidiaries, in each case, in the ordinary course of business, and other reasonable filing and listing fees and other reasonable corporate overhead expenses in the ordinary course of business directly relating to the business of Company and its Subsidiaries (any of the foregoing, "Parent Payments"); provided, that any Parent Payments shall either be used by Holdings to pay such expenses or fees within 30 days of Holdings' receipt of such Parent Payment or refunded to Company, and (ii) to enable Holdings to pay Federal, state or local tax liabilities (any such payments to Holdings, a "Tax Payment"), in an amount not to exceed the lesser of (y) the amount of any tax liabilities that would be otherwise be payable by Company and Company's Subsidiaries to the appropriate taxing authorities to the extent that Holdings has an obligation to pay such tax liabilities relating to Company's operations, assets, or capital or those of Company's Subsidiaries, and (z) the amount determined by assuming that Company is the parent company of an affiliated group (the "Company Affiliated Group") filing a consolidated Federal income tax return or consolidated, combined, unitary, or group, state or local income tax return, and that Holdings and each such Subsidiary is a member of the Company Affiliated Group; provided that any Tax Payments shall either be used by Holdings to pay such tax liabilities within 90 days after Holdings' receipt of such payment or be refunded to Company;

        (e)   Company or any of its Subsidiaries may make (x) payments of cash dividends, distributions or advances to Holdings for repurchases of Capital Stock from Company's or any of its Subsidiaries' employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of Holdings or any Subsidiary of Company or Holdings upon their death, disability or termination of employment (provided such repurchases are made with the proceeds of such dividends within three Business Days of the payment of such dividends), and (y) payments of cash, or dividends, distributions or advances to Holdings to make payments of cash, in lieu of the

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issuance of fractional shares upon the exercise of stock options or warrants or upon the conversion or exchange of, or issuance of Capital Stock in lieu of cash dividends on, any Capital Stock of Holdings; provided, that the aggregate amount of payments, dividends, distributions or advances pursuant to this clause (e) shall not exceed $1.0 million in any calendar year; and provided, further, that if the aggregate amount permitted to be paid in any calendar year has not been paid, any such shortfall amount in any preceding year may be carried forward and paid in a subsequent year, in addition to the amount permitted for such calendar year, in an aggregate amount not to exceed $3.0 million in any calendar year;

        (f)    so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Company or any of its Subsidiaries may make payments of cash dividends, distributions or advances to Holdings for redemption of Holdings' Class B-1 and B-2 convertible preferred stock and for payments to the holders of warrants for shares of Holdings' Class A-8 5% convertible preferred stock in connection with the exercise of such warrants; provided that the aggregate amount of such payments pursuant to this clause (f) shall not exceed $160,000;

        (g)   payments in an aggregate amount not to exceed $1.5 million to certain stockholders of Venusa, Ltd. and Venusa de Mexico, S.A. de C.V. in respect of an earn-out obligation entered into prior to the Closing Date in connection with Company's acquisition of such companies;

        (h)   any Restricted Junior Payment made on the Closing Date in respect of the Transaction;

        (i)    any payment in respect of the principal of, or interest or premium on, Subordinated Indebtedness upon the Permitted Refinancing thereof in accordance with Section 6.1;

        (j)    in the event of a Qualified Equity Offering (as defined in the Senior Subordinated Note Agreement), amounts (not to exceed 35% of the then outstanding amount of Senior Subordinated Notes) may be applied to redeem the Senior Subordinated Notes in accordance with the terms of the Senior Subordinated Note Agreement; provided that (A) the Leverage Ratio shall be less than 4.25:1.00 on a pro forma basis after giving effect to the issuance of Capital Stock pursuant to such Qualified Equity Offering and the application of the Net Cash Proceeds thereof as permitted under this Agreement; and (B) the credit facilities provided for under this Agreement on the date of such Qualified Equity Offering shall be rated B+ or higher by S&P and B2 or higher by Moody's, in each case with no negative outlook (each, a "Permitted Equity Claw Redemption");

        (k)   so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Company or any of its Subsidiaries may make other Restricted Junior Payments not otherwise permitted by this covenant in an aggregate amount not to exceed $1.0 million in any calendar year;

        (l)    so long as (i) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby and (ii) the Leverage Ratio shall be less than 3.00:1.00 on a pro forma basis as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1, Company or any of its Subsidiaries may make other Restricted Junior Payments not otherwise permitted by this covenant, commencing in 2006, in an aggregate amount not to exceed 50% of Retained Excess Cash Flow for the previous Fiscal Year to the extent such Retained Excess Cash Flow is not used to make Consolidated Capital Expenditures pursuant to Section 6.8(d) hereof or used to make Investments pursuant to Section 6.7(l); and

        (m)  the repurchase of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities otherwise permitted hereunder to the extent such Capital Stock represents a portion of the exercise price thereof.

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        6.6. Restrictions on Subsidiary Distributions.    Except as provided herein, Company shall not, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Company to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(i) or Section 6.1(j) that impose restrictions on the property securing such Indebtedness as permitted by Section 6.2(m); (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (iv) in the Senior Subordinated Note Documents (and Permitted Refinancings of the Senior Subordinated Notes; provided such restrictions contained in such Permitted Refinancings are no more burdensome than those contained in the Senior Subordinated Note Documents); and (v) restrictions contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, solely with respect to the Foreign Subsidiaries obligated on such Indebtedness (and Foreign Subsidiaries thereof).

        6.7. Investments.    Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

        (a)   Investments in Cash and Cash Equivalents;

        (b)   (i) equity Investments owned as of the Closing Date in any Subsidiary and (ii) any Investment made after the Closing Date: (A) by Company or any of its Subsidiaries in Company, (B) by Company or any of its Subsidiaries in any Guarantor Subsidiary, (C) by Company or any Guarantor Subsidiaries in Foreign Subsidiaries in an aggregate amount not to exceed, when aggregated with the amount of Indebtedness incurred pursuant to Section 6.1(b)(iii), $5.0 million, or (D) by any Foreign Subsidiary of Company in any other Foreign Subsidiary of Company;

        (c)   Investments (i) in accounts receivable and in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Company and its Subsidiaries;

        (d)   intercompany loans to the extent permitted under Section 6.1(b);

        (e)   Consolidated Capital Expenditures permitted by Section 6.8(d);

        (f)    loans and advances to directors, officers and employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1.5 million at any time outstanding;

        (g)   Investments described in Schedule 6.7 existing on the Closing Date;

        (h)   Investments represented by Hedge Agreements permitted hereunder;

        (i)    Investments received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy, insolvency, reorganization, recapitalization or liquidation of any Person or the good faith settlement of debts of, or litigation or disputes with, any Person that is not an Affiliate of Holdings or Company;

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        (j)    Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent with past practices;

        (k)   Investments in Target and its Subsidiaries at the time of the Acquisition;

        (l)    other Investments, including, but not limited to, Investments constituting Permitted Acquisitions, Investments in, or loans or Investments to or expenditures relating to, joint ventures or other Persons engaged primarily in one or more businesses in which Company and its Subsidiaries are engaged or any related or ancillary business; provided that the aggregate amount of Investments permitted pursuant to this Section 6.7(l) shall in no event exceed the lesser of (i) (A) $10.0 million at any one time outstanding, plus (B) the net cash proceeds of any Excluded Issuances received by Company to the extent such net cash proceeds are not utilized to increase Consolidated Adjusted EBITDA pursuant to clause (i)(b)(H) of the definition of "Consolidated Adjusted EBITDA" contained in Section 1.1 hereof, plus (C) (commencing in 2006) an amount equal to Retained Excess Cash Flow for the previous Fiscal Year (less the amount of such Retained Excess Cash Flow used to make any Consolidated Capital Expenditures pursuant to Section 6.8(d) hereof and less the amount of such Retained Excess Cash Flow used to make Restricted Junior Payments pursuant to Section 6.5(l) hereof) and (ii) $50.0 million at any one time outstanding; provided, further, that in no event shall more than 25% of Investments permitted to be made at any particular time pursuant to clauses (i)(A) and (i)(C) of this Section 6.7(l) constitute Foreign Subsidiaries, Investments in Foreign Subsidiaries or Foreign Assets; and

        (m)  Investments constituting proceeds of Asset Sales to the extent permitted to be received by Company other than in Cash pursuant to Section 6.9(c).

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5.

        6.8. Financial Covenants.

        (a)   Interest Coverage Ratio. Company shall not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2004, to be less than the correlative ratio indicated:

Fiscal Quarter Ending	Interest Coverage Ratio
September 30, 2004	1.70:1.00
December 31, 2004	1.75:1.00
March 31, 2005 through September 30, 2005	1.80:1.00
December 31, 2005 through March 31, 2006	1.90:1.00
June 30, 2006 through September 30, 2006	1.95:1.00
December 31, 2006 through March 31, 2007	2.00:1.00
June 30, 2007 through September 30, 2007	2.25:1.00
December 31, 2007 through March 31, 2008	2.50:1.00
June 30, 2008 through September 30, 2008	2.75:1.00
December 31, 2008 through March 31, 2009	3.00:1.00
June 30, 2009 through September 30, 2009	3.25:1.00
December 31, 2009 through March 31, 2010	3.50:1.00
June 30, 2010 and each Fiscal Quarter thereafter	3.75:1.00

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        (b)   Fixed Charge Coverage Ratio. Company shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2004, to be less than the correlative ratio indicated:

Fiscal Quarter Ending	Fixed Charge Coverage Ratio
September 30, 2004 through December 31, 2004	1.00:1.00
March 31, 2005 through June 30, 2005	1.10:1.00
September 30, 2005 through December 31, 2005	1.20:1.00
March 31, 2006 through June 30, 2006	1.25:1.00
September 30, 2006 through June 30, 2008	1.30:1.00
September 30, 2008 through June 30, 2009	1.35:1.00
September 30, 2009 through December 31, 2009	1.40:1.00
March 31, 2010 and each Fiscal Quarter thereafter	1.45:1.00

        (c)   Leverage Ratio. Company shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30, 2004, to exceed the correlative ratio indicated:

Fiscal Quarter Ending	Leverage Ratio
September 30, 2004	7.00:1.00
December 31, 2004	6.75:1.00
March 31, 2005	6.50:1.00
June 30, 2005	6.25:1.00
September 30, 2005	6.00:1.00
December 31, 2005 through March 31, 2006	5.75:1.00
June 30, 2006	5.50:1.00
September 30, 2006	5.25:1.00
December 31, 2006 through March 31, 2007	4.50:1.00
June 30, 2007	4.25:1.00
September 30, 2007	4.00:1.00
December 31, 2007 through March 31, 2008	3.50:1.00
June 30, 2008	3.25:1.00
September 30, 2008	3.00:1.00
December 31, 2008 through March 31, 2009	2.75:1.00
June 30, 2009 through September 30, 2009	2.50:1.00
December 31, 2009 and each Fiscal Quarter thereafter	2.00:1.00

        (d)   Maximum Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year (after giving effect to any reductions as a result of clause (ii) of the proviso below); provided, such amount for any Fiscal Year shall be increased by an amount equal to (i) 50.0% of the excess, if any, of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year plus (ii) 25.0% of the amount set forth below for the next succeeding Fiscal Year (which shall reduce the amount available in such next succeeding Fiscal Year by the amount so expended pursuant to this clause (ii)) plus (iii) (commencing in 2006) the amount of Retained Excess Cash Flow of Company and its Subsidiaries for the previous Fiscal Year (and less the amount of such Retained Excess Cash Flow used to make Restricted Junior Payments pursuant to Section 6.5(l) hereof and less the amount of such Retained Excess Cash Flow used to make Investments pursuant to Section 6.7(l)); provided, further, that with respect to any Fiscal Year, Consolidated Capital Expenditures made during any such Fiscal Year shall be

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deemed to be made first with respect to the applicable limitation for such Fiscal Year and then with respect to any carry forward amount to the extent applicable and then with respect to the amounts of Retained Excess Cash Flow for the previous Fiscal Year:

Fiscal Year	Consolidated Capital Expenditures
Fiscal Year 2004	$	20.0 million
Fiscal Year 2005	$	21.0 million
Fiscal Year 2006	$	22.0 million
Fiscal Year 2007	$	23.0 million
Fiscal Year 2008	$	24.0 million
Fiscal Year 2009	$	25.0 million
Fiscal Year 2010	$	26.0 million

        (e)   Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale that constitutes a sale of a Subsidiary or any division or line of business or other business unit of Company or any Subsidiary or all or substantially all of the assets of a Subsidiary has occurred (each, a "Subject Transaction"), for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements of any business so acquired or to be acquired and the historical (audited, if available) financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness with a floating interest rate shall be computed on a pro forma basis as if the rate applicable on the date of its incurrence had been in effect from the beginning of such period, unless such Person or any of its Subsidiaries is a party to a Hedge Agreement that has the effect of fixing the interest rate or dividend rate on the date of computation, in which case such rate shall be used).

        6.9. Fundamental Changes; Disposition of Assets; Acquisitions.    Company shall not, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sublease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business and other acquisitions of property for use in the ordinary course of Borrower's and its Subsidiaries' businesses that do not constitute the acquisition of any Person or any division or line of business or other business unit of any Person or all or substantially all of any Person's assets) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

        (a)   (i) any Subsidiary of Company may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or

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assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (ii) any Foreign Subsidiary of Company may be merged with or into any other Foreign Subsidiary of Company, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Foreign Subsidiary of Company; and (iii) any Subsidiary with a net book value not greater than $100,000 may be dissolved;

        (b)   sales or other dispositions of assets that do not constitute Asset Sales;

        (c)   Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) (i) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (c) within the same Fiscal Year, are less than $4.0 million, and (ii) when aggregated with the proceeds of all other Asset Sales made from the Closing Date to the date of determination, are less than $15.0 million; provided, (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the principal financial officer of Company with respect to any Asset Sale for aggregate consideration of less than $5.0 million and by the board of directors of Company (or similar governing body) with respect to any Asset Sale for aggregate consideration greater than $5.0 million)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a);

        (d)   disposals of obsolete, worn out or surplus property;

        (e)   Permitted Acquisitions to the extent permitted pursuant to Section 6.7(l);

        (f)    Investments made in accordance with Section 6.7;

        (g)   the Transactions consummated on the Closing Date;

        (h)   the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

        (i)    licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property, in each case, in the ordinary course of business and that do not materially interfere with the business of Company and its Subsidiaries;

        (j)    Company or any of its Subsidiaries may liquidate Cash Equivalents;

        (k)   any condemnation or eminent domain proceedings affecting any real property (so long as any Net Cash Proceeds thereof are applied as required by the Credit Documents);

        (l)    any merger or consolidation effected solely for the purpose of reincorporation into another jurisdiction (to the extent done in compliance with the applicable provisions of the Pledge and Security Agreement);

        (m)  any disposal or transfer of assets described on Schedule 6.9; and

        (n)   any sale and lease back transaction permitted pursuant to Section 6.11.

        6.10. Disposal of Subsidiary Interests.    Except for any sale of all of its interests in the Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.9, and except for any pledge to Collateral Agent pursuant to the Credit Documents, Company shall not, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber

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or dispose of any Capital Stock of any of its Subsidiaries, except to Company or any Guarantor Subsidiary (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

        6.11. Sales and Lease Backs.    Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which Company or such Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than Company or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Company or such Subsidiary to any Person (other than Company or any of its Subsidiaries) in connection with such lease; provided that the foregoing restrictions shall not apply to sale-leaseback transactions for aggregate consideration not to exceed $10.0 million over the term of this Agreement and so long as the Net Asset Sale Proceeds with respect to any such transaction shall be applied to prepay the Loans and/or permanently reduce the Revolving Commitments pursuant to Section 2.14(a).

        6.12. Transactions with Shareholders and Affiliates.    No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (c) transactions permitted pursuant to Section 6.1(b), Section 6.7(b) and clauses (c), (d), (f), (k) and (l) of Section 6.5; (d) the performance of Holdings, Company's or any Subsidiary's obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business; (e) the payment of compensation to employees, officers, directors or consultants in the ordinary course of business; (f) the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans, in each case, in the ordinary course of business; (g) the entry into and performance of obligations under arrangements with CSFB and its Affiliates for underwriting, investment banking and advisory services on usual and customary terms (including payments of the fee in respect of such services); (h) Excluded Issuances; and (i) the Transactions consummated on the Closing Date.

        6.13. Conduct of Business.    From and after the Closing Date, Company shall not, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by Company or such Subsidiary on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

        6.14. Permitted Activities of Holdings.    Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Credit Documents and the Related Agreements, obligations to directors and employees in their capacity as such, obligations under the Management Agreements and tax and other legal obligations arising as a result of being the owner of 100% of the Capital Stock of Company; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Capital Stock of Company, and (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; (d) consolidate with or merge with or

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into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of Company; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

        6.15. Amendments or Waivers of Certain Related Agreements.    Except as set forth in Section 6.16, no Credit Party shall nor shall it permit any of its Subsidiaries to, agree to any material amendment, restatement, supplement or other modification to, or waiver of, any of its material rights under any Related Agreement after the Closing Date without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver.

        6.16. Amendments or Waivers with respect to Subordinated Indebtedness.    Company shall not, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Subordinated Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on such Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of such Subordinated Indebtedness (or of any guaranty thereof), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) which would be adverse to any Credit Party or Lenders.

        6.17. Limitation on Issuance of Preferred Stock.    Company shall not, nor shall it permit any of its Subsidiaries to, issue any Preferred Stock.

SECTION 7. GUARANTY

        7.1 Guaranty of the Obligations.    Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the "Guaranteed Obligations").

        7.2. Contribution by Guarantors.    All Guarantors desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a "Funding Guarantor") under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor's Aggregate Payments to equal its Fair Share as of such date. "Fair Share" means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. "Fair Share Contribution Amount" means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under

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Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the "Fair Share Contribution Amount" with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. "Aggregate Payments" means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

        7.3. Payment by Guarantors.    Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Company's becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

        7.4. Liability of Guarantors Absolute.    Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees to the full extent permitted by applicable law as follows:

        (a)   this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

        (b)   Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Company and any Beneficiary with respect to the existence of such Event of Default;

        (c)   the obligations of each Guarantor hereunder are independent of the obligations of Company and the obligations of any other guarantor (including any other Guarantor) of the obligations of Company, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Company or any of such other guarantors and whether or not Company is joined in any such action or actions;

        (d)   payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor's liability for any portion of the Guaranteed Obligations that has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor's

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covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor's liability hereunder in respect of the Guaranteed Obligations;

        (e)   any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor's liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or the Hedge Agreements; and

        (f)    this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply

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such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary's consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set offs or counterclaims which Company may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

        7.5. Waivers by Guarantors.    Each Guarantor hereby waives, for the benefit of Beneficiaries, to the full extent permitted by applicable law: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, or that may conflict with the terms hereof.

        7.6. Guarantors' Rights of Subrogation, Contribution, Etc.    Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives, to the full extent permitted by applicable law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the

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Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

        7.7. Subordination of Other Obligations.    Any Indebtedness of Company or any Guarantor now or hereafter held by any Guarantor (the "Obligee Guarantor") is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

        7.8. Continuing Guaranty.    This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

        7.9. Authority of Guarantors or Company.    It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Company or the officers, directors or any agents acting or purporting to act on behalf of any of them.

        7.10. Financial Condition of Company.    Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

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        7.11. Bankruptcy, Etc.

        (a)   So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or any other Guarantor or by any defense which Company or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

        (b)   Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

        (c)   In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

        7.12. Discharge of Guaranty Upon Sale of Guarantor.    If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

        8.1. Events of Default.    If any one or more of the following conditions or events shall occur:

        (a)   Failure to Make Payments When Due. Failure by Company to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within three days after the date due; or

        (b)   Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount of $5.0 million or more, in each case beyond

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the grace period, if any, provided therefor; or (ii) breach or default by any Credit Party with respect to any other term of, or any other condition or event shall occur under, (1) one or more items of Indebtedness in the aggregate principal amount referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default or condition or event is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

        (c)   Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.6, Section 5.1(f)(i), Section 5.2 or Section 6; or

        (d)   Breach of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

        (e)   Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Company of notice from Administrative Agent or any Lender of such default; or

        (f)    Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Holdings or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

        (g)   Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Holdings or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Holdings or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Holdings or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

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        (h)   Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $5.0 million (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

        (i)    Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of 60 days; or

        (j)    Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5.0 million during the term hereof; (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA; or (ii) Company or any of its Subsidiaries becomes a contributing employer to, or participates in, any Multiemployer Plan; or

        (k)   Change of Control. A Change of Control shall occur; or

        (l)    Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or Section 2.4(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (D) Administrative Agent shall direct Company to pay (and Company hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash, to be held as

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security for Company's reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

SECTION 9. AGENTS

        9.1. Appointment of Agents.    Wachovia is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Antares and NCB is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Wachovia, in its capacity as Syndication Agent, nor Antares or NCB, in their capacities as Co-Documentation Agents, shall have any obligations but shall be entitled to all benefits of this Section 9. Anything herein to the contrary notwithstanding, none of the Lead Arranger, Book Runner, Syndication Agent and Co-Documentation Agents listed on the cover page hereof shall have any powers (except, in the case of Lead Arranger, as expressly set forth herein), duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as Administrative Agent, Collateral Agent, a Lender or Issuing Bank hereunder.

        9.2. Powers and Duties.    Each Lender irrevocably authorizes each Agent to take such action on such Lender's behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

        9.3. General Immunity.

        (a)   No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations,

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nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

        (b)   Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent's gross negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

        9.4. Agents Entitled to Act as Lender.    The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term "Lender" shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the same to Lenders.

        9.5. Lenders' Representations, Warranties and Acknowledgment.

        (a)   Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times

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thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

        (b)   Each Lender, by delivering its signature page to this Agreement and funding its Tranche B Term Loan and/or Revolving Loans on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

        9.6. Right to Indemnity.    Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each of Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, to the extent that Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank, as the case may be, shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent (or any sub-agent thereof), Collateral Agent (or any sub-agent thereof), Swing Line Lender and Issuing Bank, as the case may be, in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its respective capacity hereunder in any way relating to or arising out of this Agreement or the other Credit Documents (provided that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, were incurred by or asserted against Administrative Agent (or any such sub-agent), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank in its capacity as such); provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of Administrative Agent (or any such sub-agent), Collateral Agent (or any sub-agent thereof), Swing Line Lender or Issuing Bank, as the case may be.

        9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender.    Administrative Agent may resign at any time by giving thirty days' prior written notice thereof to Lenders and Company. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Administrative Agent, which shall, if no Event of Default has occurred and is continuing, be subject to the approval of Company (such approval not to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall (unless and to the extent such actions are to be taken by Collateral Agent or are not required because the Collateral will be appropriately maintained by Collateral Agent) promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Collateral Agent may resign at any time by giving thirty days' prior written notice thereof to Lenders and Company. Upon any such notice of resignation,

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Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Collateral Agent, which shall, if no Event of Default has occurred and is continuing, be subject to the approval of Company (such approval not to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent hereunder. Any resignation of Administrative Agent pursuant to this Section shall also constitute the resignation of CSFB or its successor as Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event (a) Company shall prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Company for cancellation, and (c) Company shall issue, if so requested by successor Administrative Agent and Swing Line Loan Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

        9.8. Collateral Documents and Guaranty.

        (a)   Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

        (b)   Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent (except that Lenders and participants may exercise rights under Section 10.4 as provided therein), and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender

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or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 10. MISCELLANEOUS

        10.1. Notices.    Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, Lead Arranger, Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank or Co-Documentation Agent, shall be sent to such Person's address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Each notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by Administrative Agent. Administrative Agent or Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular notices or communications.

        10.2. Expenses.    Whether or not the transactions contemplated hereby shall be consummated, Company agrees to pay promptly (a) all the reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Company and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (d) all the costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work out" or pursuant to any insolvency or bankruptcy cases or proceedings.

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        10.3. Indemnity.

        (a)   In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and each of their Affiliates and their respective officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an "Indemnitee"), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Amounts owing under this Section 10.3(a) shall be paid promptly following demand.

        (b)   To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Company and the Guarantors hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

        10.4. Set-Off.    In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

        10.5. Amendments and Waivers.

        (a)   Requisite Lenders' Consent. Subject to Section 2.24, Section 10.5(b), 10.5(c) and 10(d), no amendment, modification, termination or waiver of any provision of the Credit Documents, or

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consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

        (b)   Affected Lenders' Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

        (i)    extend the scheduled final maturity of any Loan or Note;

        (ii)   waive, reduce or postpone any scheduled repayment (but not prepayment);

        (iii)  extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

        (iv)  reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee payable hereunder;

        (v)   extend the time for payment of any such interest or fees;

        (vi)  reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

        (vii) amend, modify, terminate or waive any provision of this Section 10.5(b)or Section 10.5(c);

        (viii)   amend the definition of "Requisite Lenders" or "Pro Rata Share"; provided, with the consent of Requisite Lenders, additional extensions of credit under this Agreement may be included in the determination of "Requisite Lenders" or "Pro Rata Share" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

        (ix)  release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents;

        (x)   increase the Commitment of any Lender without the written consent of such Lender; or

        (xi)  consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

        (c)   Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

        (i)    increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

(ii)

amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;



(iii)

amend the definition of "Requisite Class Lenders" without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit under this Agreement may be included in the determination of such "Requisite Class Lenders" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

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        (iv)  alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Requisite Class Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; and provided, further, that with the consent of the Requisite Lenders, additional extensions of credit under this Agreement may share in the required applications of any repayments or prepayments pursuant to Section 2.15 with any other Class;

        (v)   amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.4(e) without the written consent of Administrative Agent and of Issuing Bank; or

        (vi)  amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

        (d)   Execution of Amendments, Etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

Notwithstanding anything to the contrary contained herein, this Agreement may be amended (or amended and restated) or supplemented by Company, Administrative Agent, Collateral Agent and Lead Arranger (but without the consent of the Requisite Lenders) as provided in Section 2.24 to provide for New Term Loan Commitments and New Term Loans to be made hereunder.

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, Administrative Agent and Company (a) to add one or more additional credit facilities (other than the New Term Loans) to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and Revolving Loans and the accrued interest and fees in respect thereof (provided that any such additional credit facilities may share ratably with the Term Loans and prior to the Revolving Loans with respect to the required application of repayments and prepayments pursuant to Section 2.15) and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Lenders, Requisite Lenders and Requisite Class Lenders (as applicable).

        10.6. Successors and Assigns; Participations.

        (a)   Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

        (b)   Register. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments

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and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Register as provided in Section 10.6(e). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

        (c)   Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligation owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):

        (i)    to any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" upon the giving of notice to Company and Administrative Agent and, for any assignment of Revolving Loans or Revolving Commitments, with the consent of Administrative Agent, Swing Line Lender and Issuing Bank (such consents not to be unreasonably withheld or delayed); and

        (ii)   to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" consented to by Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to CSFB), consented to by Company, Swing Line Lender and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time during the initial syndication of the Loans or at any time an Event of Default shall have occurred and then be continuing); provided further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans, and (B) $1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans.

        (d)   Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to Administrative Agent (i) an Assignment Agreement (A) by means of an electronic settlement system acceptable to Administrative Agent, or (B) manually, together with a processing and recordation fee of $3,500, and (ii) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.20(c).

        (e)   Notice of Assignment. Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register and shall maintain a copy of such Assignment Agreement.

        (f)    Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the

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applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

        (g)   Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the "Effective Date" specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a "Lender" hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

        (h)   Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates (other than any Affiliate of CSFB that is not controlled by any Sponsor)) in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents)

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supporting the Loans hereunder in which such participant is participating. Company agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Company's prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless Company is notified of the participation sold to such participant and such participant agrees, for the benefit of Company, to comply with Section 2.20 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17 as though it were a Lender.

        (i)    Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, without notice to or the consent of Company or Administrative Agent, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a "Lender" or be entitled to require the assigning Lender to take or omit to take any action hereunder. Notwithstanding anything to the contrary contained herein, without notice to or the consent of Company or Administrative Agent, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Notes, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that, unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.6, (i) no such pledge shall release the pledging Lender from any of its obligations under this Agreement, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under this Agreement and the Notes even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

        10.7. Independence of Covenants.    All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

        10.8. Survival of Representations, Warranties and Agreements.    All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

        10.9. No Waiver; Remedies Cumulative.    No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers

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and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

        10.10. Marshalling; Payments Set Aside.    Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

        10.11. Severability.    In case any provision in or obligation hereunder or any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

        10.12. Obligations Several; Independent Nature of Lenders' Rights.    The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

        10.13. Headings.    Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

        10.14. APPLICABLE LAW.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        10.15. CONSENT TO JURISDICTION.    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT

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SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

        10.16. WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

        10.17. Confidentiality.    Each Lender shall hold all non public information regarding Company and its Subsidiaries and their businesses identified as such by Company and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender's customary procedures for handling confidential information of such nature, it being understood and agreed by Company that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Hedge Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosures required or requested by any governmental agency, self-regulatory organization or representative thereof or by The National Association of Insurance Commissioners (or its successor) or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or

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court order, each Lender shall make reasonable efforts to notify Company of any request by any governmental agency, self-regulatory organization or representative thereof (other than any such request in connection with any examination of the financial condition, compliance examination or other routine examination of such Lender by such governmental agency) for disclosure of any such non public information prior to disclosure of such information, and (v) in connection with the exercise of any remedy or any enforcement action hereunder or under any other Credit Document. Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates' directors and employees to comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.

        10.18. Usury Savings Clause.    Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender's option be applied to the outstanding amount of the Loans made hereunder or be refunded to Company.

        10.19. Counterparts.    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

        10.20. Patriot Act.    Each Lender and each Agent (for itself and not on behalf of any other party) hereby notifies Company that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Company, which information includes the names and addresses and other information that will allow such Lender or such Agent, as applicable, to identify Company in accordance with the Patriot Act. Company will, and will cause each of its Subsidiaries to, provide, to the extent commercially reasonable or required by Requirements of Law, such information and take such actions as are reasonably requested by any Agent or any Lender to assist Agents and Lenders in maintaining compliance with the Patriot Act.

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        10.21. Effectiveness.    This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

        10.22. Integration.    This Agreement and the other Credit Documents represent the entire agreement of Holdings, Company, the Subsidiaries of Company, Administrative Agent, Collateral Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by Administrative Agent, Collateral Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary
UTI CORPORATION, a Maryland corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Executive Vice President, Treasurer & Secretary

AMERICAN TECHNICAL MOLDING, INC., a California corporation BRIMFIELD ACQUISITION CORP., a Delaware corporation BRIMFIELD PRECISION, LLC, a Delaware limited liability company CYCAM, INC., a Pennsylvania corporation ELX, INC., a Pennsylvania corporation G&D, INC., a Colorado corporation HAYDEN PRECISION INDUSTRIES, LLC, a Delaware limited liability company KELCO ACQUISITION, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES NEWTON, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES PITTSBURGH, INC., a Delaware corporation MEDSOURCE TRENTON, INC., a Delaware corporation MICRO-GUIDE, INC., a California corporation THE MICROSPRING COMPANY, LLC, a Delaware limited liability company NATIONAL WIRE & STAMPING, INC., a Colorado corporation NOBLE-MET, LTD., a Virginia corporation PORTLYN, LLC, a Delaware limited liability company SPECTRUM MANUFACTURING, INC., a Nevada corporation TENAX, LLC, a Delaware limited liability company TEXCEL, INC., a Massachusetts corporation THERMAT ACQUISITION CORP., a Delaware corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary

UTI CORPORATION, a Pennsylvania corporation UTI HOLDING COMPANY, a Delaware corporation VENUSA, LTD., a New York corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent, Collateral Agent, Swing Line Lender, Issuing Bank and a Lender
By:	/s/  JAMES P. MORGAN
Name:	James P. Morgan
Title:	Director
By:	/s/  DENISE L. ALVAREZ
Name:	Denise L. Alvarez
Title:	Associate
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and a Lender
By:	/s/  WILLIAM F. FOX
Name:	William F. Fox
Title:	Vice President
ANTARES CAPITAL CORPORATION, as a Co-Documentation Agent and a Lender
By:	/s/  DAVID MAHON
Name:	David Mahon
Title:	Director
NATIONAL CITY BANK, as a Co-Documentation Agent and a Lender
By:	/s/  FRANK BYRNE
Name:	Frank Byrne
Title:	Account Officer

APPENDIX A-1
TO CREDIT AND GUARANTY AGREEMENT

Tranche B Term Loan Commitments

Lender	Tranche B Term Loan Commitment		Pro Rata Share
Credit Suisse First Boston, acting through its Cayman Islands Branch	$			%
Wachovia Bank, National Association	$			%
Antares Capital Corporation	$			%
National City Bank	$			%
General Electric Capital Corporation	$			%
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc.	$			%
MetLife Bank, National Association	$			%
Metropolitan Life Insurance Company	$			%
Total	$	194,000,000.00	100.00	%

A-1

APPENDIX A-2
TO CREDIT AND GUARANTY AGREEMENT

Revolving Commitments

Lender	Revolving Commitment		Pro Rata Share
Credit Suisse First Boston, acting through its Cayman Islands Branch	$			%
Wachovia Bank, National Association	$			%
Antares Capital Corporation	$			%
National City Bank	$			%
General Electric Capital Corporation	$			%
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc.
Metropolitan Property and Casualty Insurance Company
Total	$	40,000,000.00	100.00	%

A-2

APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

MEDICAL DEVICE MANUFACTURING, INC.,
UTI CORPORATION AND EACH GUARANTOR SUBSIDIARY:

200 West Seventh Avenue
Collegeville, Pennsylvania 19426-0992
Attention: Stewart A. Fisher
Telecopier:

in each case, with a copy to:

Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, Colorado 80202
Attention: Christopher J. Walsh, Esq.
Telecopier: (303) 899-7333

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Administrative Agent, as Swing Line Lender
and as Issuing Bank (for funding and conversion notices),
Administrative Agent's Principal Office,
Issuing Bank's Principal Office and
Swing Line Lender's Principal Office:

Eleven Madison Avenue
New York, New York 10010-3629
Attention: Agency Group
Telecopier: (212) 325-8304

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Administrative Agent, as Collateral Agent,
as Lead Arranger and as a Lender
(for all purposes other than funding notices):

Eleven Madison Avenue
New York, New York 10010-3629
Attention: James Moran
Telecopier: (212) 325-8615

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention: David C. Reamer, Esq.
Telecopier: (213) 687-5600

B-1

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent and a Lender

1339 Chestnut Street
PA4843
Philadelphia Pennsylvania 19107
Attention: Bill Fox
Telecopier: (267) 786-2877

with a copy to:

201 South College Street
CP 9, NC 1183
Charlotte, North Carolina 28288
Attention: Dianne Taylor
Telecopier: (704) 715-0094

NATIONAL CITY BANK,
as a Co-Documentation Agent and a Lender

1900 East 9^th Street
Cleveland, Ohio 44114
Attention: Frank Byrne
Telecopier: (216) 222-0003

with a copy to:

1900 East 9^th Street
Cleveland, Ohio 44114
Attention: David Gregory
Telecopier: (216) 488-7110

ANTARES CAPITAL CORPORATION,
as a Co-Documentation Agent and a Lender

311 South Wacker Drive, Suite 4400
Chicago, Illinois 60606
Attention: Mike Loehrke
Telecopier: (312) 697-3998

with a copy to:

311 South Wacker Drive, Suite 4400
Chicago, Illinois 60606
Attention: Pam Rueda
Telecopier: (312) 697-3980

B-2

EXHIBIT A-1 TO
CREDIT AND GUARANTY AGREEMENT

FUNDING NOTICE

        Reference is made to the Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        Pursuant to Section 2.2 of the Credit Agreement, Company desires that Lenders make the following Loans to Company in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the "Credit Date"):

1.	Revolving Loans
	•	Base Rate Loans:	$[      ,      ,      ]
	•	Eurodollar Rate Loans, with an Initial Interest Period of            Month(s):	$[      ,      ,      ]
2.	Swing Line Loans:		$[      ,      ,      ]

        Company hereby certifies that:

          (i)  after making the Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

         (ii)  as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date;

        (iii)  as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	MEDICAL DEVICE MANUFACTURING, INC.
	By:
	Name:
	Title:

EXHIBIT A-1-1

EXHIBIT A-2 TO
CREDIT AND GUARANTY AGREEMENT

CONVERSION/CONTINUATION NOTICE

        Reference is made to the Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        Pursuant to Section 2.8 of the Credit Agreement, Company desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

1.	Tranche B Term Loans:
	$[      ,      ,      ]	Eurodollar Rate Loans to be continued with Interest Period of      month(s)
	$[      ,      ,      ]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of      month(s)
	$[      ,      ,      ]	Eurodollar Rate Loans to be converted to Base Rate Loans
2.	Revolving Loans:
	$[      ,      ,      ]	Eurodollar Rate Loans to be continued with Interest Period of      month(s)
	$[      ,      ,      ]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of      month(s)
	$[      ,      ,      ]	Eurodollar Rate Loans to be converted to Base Rate Loans

        Company hereby certifies that, as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	MEDICAL DEVICE MANUFACTURING, INC.
	By:
	Name:
	Title:

EXHIBIT A-2-1

EXHIBIT A-3 TO
CREDIT AND GUARANTY AGREEMENT

ISSUANCE NOTICE

        Reference is made to the Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        Pursuant to Section 2.3 of the Credit Agreement, Company desires a Letter of Credit to be issued in accordance with the terms and conditions of the Credit Agreement on [mm/dd/yy] (the "Credit Date") in an aggregate face amount of $[      ,      ,      ].

        Attached hereto for each such Letter of Credit are the following:

        (a)   the stated amount of such Letter of Credit;

        (b)   the name and address of the beneficiary;

        (c)   the expiration date; and

        (d)   either (i) the verbatim text of such proposed Letter of Credit or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.

        Company hereby certifies that:

          (i)  after issuing such Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

         (ii)  as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date; and

        (iii)  as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	MEDICAL DEVICE MANUFACTURING, INC.
	By:
	Name:
	Title:

EXHIBIT A-3-1

EXHIBIT B-1 TO
CREDIT AND GUARANTY AGREEMENT

TRANCHE B TERM LOAN NOTE

$[1][      ,      ,      ]
[2][mm/dd/yy]

[1]

Lender's Tranche B Term Loan Commitment

[2]

Date of Issuance

New York, New York

FOR VALUE RECEIVED, MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company"), promises to pay [NAME OF LENDER] ("Payee") or its registered assigns the principal amount of [1][DOLLARS] ($[1][      ,      ,      ]) in the installments referred to below.

        Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        Company shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

        This Note is one of the "Tranche B Term Loan Notes" in the aggregate principal amount of $194,000,000.00 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Tranche B Term Loan evidenced hereby was made and is to be repaid.

        All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

        This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

EXHIBIT B-1-1

        THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

        The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

        No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

        Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-1-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

MEDICAL DEVICE MANUFACTURING, INC.

By:

Name:

Title:

EXHIBIT B-1-3

EXHIBIT B-2 TO
CREDIT AND GUARANTY AGREEMENT

REVOLVING LOAN NOTE

$[1][    ,    ,    ]
[2][mm/dd/yy]

[1]

Lender's Revolving Credit Commitment

[2]

Date of Issuance

New York, New York

FOR VALUE RECEIVED, MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company"), promises to pay [NAME OF LENDER] ("Payee") or its registered assigns, on or before the Revolving Commitment Termination Date (as defined in the Credit Agreement referred to below), the lesser of (a) [1][DOLLARS] ($[1][    ,    ,    ]) and (b) the unpaid principal amount of all advances made by Payee to Company as Revolving Loans under the Credit Agreement referred to below.

        Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        This Note is one of the "Revolving Loan Notes" in the aggregate principal amount of $40,000,000.00 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

        All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

        This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

        THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EXHIBIT B-2-1

        Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

        The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

        No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

        Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

MEDICAL DEVICE MANUFACTURING, INC.

By:

Name:

Title:

EXHIBIT B-2-3

TRANSACTIONS ON
REVOLVING LOAN NOTE

Date
Amount of Loan
Made This Date Amount of Principal
Paid This Date Outstanding Principal
Balance This Date Notation
Made By

EXHIBIT B-2-4

EXHIBIT B-3 TO
CREDIT AND GUARANTY AGREEMENT

SWING LINE NOTE

$5,000,000.00
June 30, 2004 New York, New York

FOR VALUE RECEIVED, MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company"), promises to pay to CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Swing Line Lender ("Payee"), on or before the Revolving Commitment Termination Date (as defined in the Credit Agreement referred to below), the lesser of (a) FIVE MILLION DOLLARS ($5,000,000.00) and (b) the unpaid principal amount of all advances made by Payee to Company as Swing Line Loans under the Credit Agreement referred to below.

        Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        This Note is the "Swing Line Note" and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

        All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

        This Note is subject to mandatory prepayment and to prepayment at the option of Company, each as provided in the Credit Agreement.

        THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

        The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

        No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

EXHIBIT B-3-1

        Company promises to pay all costs and expenses, including reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-3-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

MEDICAL DEVICE MANUFACTURING, INC.

By:

Name:
Title:

EXHIBIT B-3-3

TRANSACTIONS ON
SWING LINE NOTE

Date
Amount of Loan
Made This Date Amount of Principal
Paid This Date Outstanding Principal
Balance This Date Notation
Made By

EXHIBIT B-3-4

EXHIBIT C TO
CREDIT AND GUARANTY AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

        1.     I am the Chief Financial Officer of MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company").

        2.     I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by the attached financial statements.

        3.     The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which Company has taken, is taking, or proposes to take with respect to each such condition or event.

        The foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered [mm/dd/yy] pursuant to Section 5.1(d) of the Credit Agreement.

MEDICAL DEVICE MANUFACTURING, INC.
By:
Name:	Stewart A. Fisher
Title:	Chief Financial Officer

EXHIBIT C-A-1

ANNEX A TO

COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].

1.	Consolidated Adjusted EBITDA(1):        (i) - (ii) =			$	[      ,      ,      ]
	(i)	(a)	Consolidated Net Income:	$	[      ,      ,      ]
		(b)	Consolidated Interest Expense and amortization of costs of issuance of debt(2):	$	[      ,      ,      ]
		(c)	provisions for taxes based on income, franchise taxes and any payments made to Holdings pursuant to Section 6.5(d)(ii)(2):	$	[      ,      ,      ]
		(d)	total depreciation expense(2):	$	[      ,      ,      ]
		(e)	total amortization expense(2):	$	[      ,      ,      ]
		(f)	any unrealized foreign currency translation in respect of Indebtedness of Company or any Guarantor owing to Company or any Guarantor(2):	$	[      ,      ,      ]
		(g)	the amount of any restructuring charges or reserves taken in a period that includes results for any period ending on or prior to December 31, 2007 (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) relating to any facilities, assets or business of Company and any of its Subsidiaries and Target and any of its Subsidiaries existing on the date the Acquisition is consummated(2)(3):	$	[      ,      ,      ]
		(h)	for the Fiscal Quarters ended June 30, 2004 and September 30, 2004, up to $1.5 million of restructuring charges or expenses (or similar charges or expenses) incurred by Target during such Fiscal Quarter(2):	$	[      ,      ,      ]
		(i)	the amount of unusual or nonrecurring charges which do not relate to the ordinary course operations of Company and its Subsidiaries(2)(4):	$	[      ,      ,      ]
		(j)	other non-cash items reducing Consolidated Net Income(2)(5):	$	[      ,      ,      ]
	(ii)	(a)	other non-cash items increasing Consolidated Net Income(6):	$	[      ,      ,      ]
		(b)	the amount of all cash payments made by Company or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in determining Consolidated Adjusted EBITDA for such period or any prior period (excluding payments in respect of Hedge Agreements):	$	[      ,      ,      ]
		(c)	payments made to Holdings pursuant to Section 6.5(c) and Section 6.5(d)(i), to the extent not deducted in the calculation of Consolidated Net Income:	$	[      ,      ,      ]
2.	Consolidated Capital Expenditures:			$	[      ,      ,      ]

EXHIBIT C-A-2

3.	Consolidated Cash Interest Expense:			$	[      ,      ,      ]
4.	Consolidated Current Assets:			$	[      ,      ,      ]
5.	Consolidated Current Liabilities:			$	[      ,      ,      ]
6.	Consolidated Excess Cash Flow: (i) - (ii) =			$	[      ,      ,      ]
	(i)	(a)	Consolidated Adjusted EBITDA:	$	[      ,      ,      ]
		(b)	Consolidated Working Capital Adjustment:	$	[      ,      ,      ]
	(ii)	(a)	voluntary and scheduled repayments of Consolidated Total Debt(7):	$	[      ,      ,      ]
		(b)	Consolidated Capital Expenditures(8):	$	[      ,      ,      ]
		(c)	Consolidated Cash Interest Expense:	$	[      ,      ,      ]
		(d)	provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period and, without duplication, amounts of any Tax Payments made to Holdings pursuant to Section 6.5(d) (ii) during such period to the extent actually used by Holdings to pay the tax liabilities for which such Tax Payments were made:	$	[      ,      ,      ]
		(e)	the amount of any increase in Consolidated Adjusted EBITDA relating to the operations of any Person acquired by Company and its Subsidiaries during such Period(9) for any period prior to the acquisition of such Person (or business, unit or division) by Company or its Subsidiaries:	$	[      ,      ,      ]
		(f)	the amount of any cash charges referred to in clause (i)(b)(F), (i)(b)(G) or (i)(b)(H) of the definition of "Consolidated Adjusted EBITDA" added back in the determination of Consolidated Adjusted EBITDA for such period:	$	[      ,      ,      ]
7.	Consolidated Fixed Charges(10): (i) + (ii) + (iii) + (iv) =			$	[      ,      ,      ]
	(i)	Consolidated Cash Interest Expense:		$	[      ,      ,      ]
	(ii)	Consolidated Scheduled Debt Payments:		$	[      ,      ,      ]
	(iii)	Consolidated Capital Expenditures:		$	[      ,      ,      ]
	(iv)	the portion of taxes based on income actually paid in cash and provisions for cash income taxes:		$	[      ,      ,      ]
8.	Consolidated Interest Expense: (i) - (ii) =			$	[      ,      ,      ]
	(i)	total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Company and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Company and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs (but not the initial acquisition cost) under Interest Rate Agreements, but excluding, however, amortization of costs for the issuance of debt and any amounts referred to in Section 2.11(d):		$	[      ,      ,      ]
	(ii)	the aggregate amount of interest income of Company and its Subsidiaries paid in cash during such period:		$	[      ,      ,      ]

EXHIBIT C-A-3

9.	Consolidated Net Income: (i) - (ii) + (iii) =				$	[      ,      ,      ]
	(i)	the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP:			$	[      ,      ,      ]
	(ii)	(a)	the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person during such period:		$	[      ,      ,      ]
		(b)	the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries or that Person's assets are acquired by Company or any of its Subsidiaries:		$	[      ,      ,      ]
		(c)	the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:		$	[      ,      ,      ]
		(d)	any after tax gains attributable to Asset Sales or returned surplus assets of any Pension Plan that are either extraordinary (as determined in accordance with GAAP) or are unusual:		$	[      ,      ,      ]
	(iii)	any after tax losses attributable to Asset Sales or returned surplus assets of any Pension Plan that are either extraordinary (as determined in accordance with GAAP) or are unusual:			$	[      ,      ,      ]
10.	Consolidated Total Debt:				$	[      ,      ,      ]
11.	Consolidated Working Capital(11): (i) - (ii) =				$	[      ,      ,      ]
	(i)	Consolidated Current Assets:			$	[      ,      ,      ]
	(ii)	Consolidated Current Liabilities:			$	[      ,      ,      ]
12.	Consolidated Working Capital Adjustment(12): (i) - (ii) =				$	[      ,      ,      ]
	(i)	Consolidated Working Capital as of the beginning of such period:			$	[      ,      ,      ]
	(ii)	Consolidated Working Capital as of the end of such period:			$	[      ,      ,      ]
13.	Fixed Charge Coverage Ratio: (i) / (ii) =
	(i)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended:			$	[      ,      ,      ]
	(ii)	Consolidated Fixed Charges for such four-Fiscal Quarter Period(13):			$	[      ,      ,      ]
				Actual:		.    :1.00
				Required:		.    :1.00

EXHIBIT C-A-4

14.	Interest Coverage Ratio: (i) / (ii) =
	(i)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ended:		$	[      ,      ,      ]
	(ii)	Consolidated Cash Interest Expense for such four-Fiscal Quarter Period(14):		$	[      ,      ,      ]
			Actual:		.    :1.00
			Required:		.    :1.00
15.	Leverage Ratio: (i) / (ii) =
	(i)	Consolidated Total Debt(15) as of the last day of the Fiscal Quarter then ended or other date of determination		$	[      ,      ,      ]
	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended(16):		$	[      ,      ,      ]
			Actual:		.    :1.00
			Required:		.    :1.00
16.	Maximum Consolidated Capital Expenditures
			Actual:	$	[      ,      ,      ]
			Required:	$	[      ,      ,      ]
	plus 50% of the excess, if any (as adjusted in accordance with this proviso), over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year:			$	[      ,      ,      ]
	plus 25.0% of the amount set forth below for the next succeeding Fiscal Year (which shall reduce the amount available in such next succeeding Fiscal Year by the amount so expended pursuant to this clause):			$	[      ,      ,      ]
	plus the amount of Retained Excess Cash Flow of Company and its Subsidiaries for the previous Fiscal Year (less the amount of such Retained Excess Cash Flow used to make Restricted Junior Payments pursuant to Section 6.5(l) hereof and less the amount of such Retained Excess Cash Flow used to make Investments pursuant to Section 6.7(l))(17):			$	[      ,      ,      ]

(1)

Notwithstanding the following calculations, (i) Consolidated Adjusted EBITDA for the Fiscal Quarter ended December 31, 2003 shall be deemed to be $13.1 million, and (ii) Consolidated Adjusted EBITDA for the Fiscal Quarter ended March 31, 2004 shall be deemed to be $15.3 million.

(2)

To the extent deducted in the calculation of Consolidated Net Income for such period.

(3)

Provided that the amount of such charges or reserves added pursuant to this clause shall not exceed $15.0 million in the aggregate from and after the date the Acquisition is consummated.

(4)

Provided that (w) the amount added pursuant to this clause shall not exceed $5.0 million during the term of this Agreement, (x) Holdings shall have received, prior to the delivery of the financial statements with respect to the last Fiscal Quarter of such period, capital contributions in cash from, or cash proceeds from common equity of Holdings purchased by, the Sponsors or other Persons who were stockholders of Holdings as of the Closing Date (and such capital contributions or proceeds shall be concurrently contributed by Holdings to Company as a cash capital contribution), in an amount equal to the amount of such charges added pursuant to this clause, (y)

EXHIBIT C-A-5

such capital contribution by Holdings to Company shall be identified, in a written notice to Administrative Agent, made within five (5) Business Days of such contribution, as being for the purpose of increasing Consolidated Adjusted EBITDA, and (z) no amounts shall be added pursuant to this clause for purposes of calculating the Applicable Margin or the Applicable Revolving Commitment Fee Percentage.

(5)

Excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period.

(6)

Excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period.

(7)

Excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments and excluding repayments financed with Indebtedness.

(8)

Net of any proceeds of any related financings with respect to such expenditures.

(9)

Whether by purchase, merger or otherwise and including any acquisition of all or substantially all of the assets or capital stock of a Person or any business, unit or division of a Person.

(10)

Notwithstanding the following calculations, for purposes of calculating Consolidated Fixed Charges for the Fiscal Quarters ending September 30, 2004, December 31, 2004 and March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments shall be annualized during such Fiscal Quarters such that (i) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of September 30, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the Fiscal Quarter then ending will be multiplied by 4, (ii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of December 31, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the two Fiscal Quarter period then ending will be multiplied by 2, and (iii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the three Fiscal Quarter period then ending will be multiplied by 11/3.

(11)

Excluding non-cash taxes and purchase accounting adjustments related to any acquisition.

(12)

Provided that, in calculating the Consolidated Working Capital Adjustment for any period, Consolidated Working Capital as of the beginning of such period shall be adjusted to include, with respect to any Person acquired during such period, the consolidated working capital (calculated in the same manner as Consolidated Working Capital) of such Person as of the date such Person became a Subsidiary of Company.

(13)

Notwithstanding the foregoing calculations, for purposes of calculating Consolidated Fixed Charges for the Fiscal Quarters ending September 30, 2004, December 31, 2004 and March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments shall be annualized during such Fiscal Quarters such that (i) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of September 30, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the Fiscal Quarter then ending will be multiplied by 4, (ii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of December 31, 2004, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the two Fiscal Quarter period then ending will be multiplied by 2, and (iii) for the calculation of Consolidated Interest Expense and Consolidated Scheduled Debt Payments as of March 31, 2005, Consolidated Interest Expense and Consolidated Scheduled Debt Payments for the three Fiscal Quarter period then ending will be multiplied by 11/3.

EXHIBIT C-A-6

(14)

Notwithstanding the foregoing calculations, for purposes of calculating Interest Coverage Ratio for the Fiscal Quarters ending September 30, 2004, December 31, 2004 and March 31, 2005, Consolidated Interest Expense shall be annualized during such Fiscal Quarters such that (i) for the calculation of Consolidated Interest Expense as of September 30, 2004, Consolidated Interest Expense for the Fiscal Quarter then ending will be multiplied by 4, (ii) for the calculation of Consolidated Interest Expense as of December 31, 2004, Consolidated Interest Expense for the two Fiscal Quarter period then ending will be multiplied by 2, and (iii) for the calculation of Consolidated Interest Expense as of March 31, 2005, Consolidated Interest Expense for the three Fiscal Quarter period then ending will be multiplied by 11/3.

(15)

Net of unrestricted Cash and Cash Equivalents on hand that are not subject to a Lien (other than Liens granted pursuant to the Credit Documents and other than ordinary course liens in favor of the banks or other depositaries holding such Cash and Cash Equivalents).

(16)

Or if such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most recently concluded Fiscal Quarter for which financial results are available satisfying the requirements of Section 5.1.

(17)

Provided that, with respect to any Fiscal Year, Consolidated Capital Expenditures made during any such Fiscal Year shall be deemed to be made first with respect to the applicable limitation for such Fiscal Year and then with respect to any carry forward amount to the extent applicable and then with respect to any applicable amounts of Retained Excess Cash Flow for the previous Fiscal Year.

EXHIBIT C-A-7

EXHIBIT D TO
CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

        This Assignment and Assumption Agreement (the "Assignment") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

        For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline loans) (the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1.    Assignor:
2.    Assignee:	[and is an Affiliate/Approved Fund[*****]]
3.    Borrower:	Medical Device Manufacturing, Inc.
4.    Administrative Agent:	Credit Suisse First Boston, acting through its Cayman Islands Branch, as the administrative agent under the Credit Agreement
5.    Credit Agreement:	Credit and Guaranty Agreement dated as of June 30, 2004, among Medical Device Manufacturing, Inc., as borrower, the Guarantors party thereto, the Lenders parties thereto, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative Agent, and the other agents parties thereto
6.    Assigned Interest:

[*****]

Select as applicable.

EXHIBIT D-1

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans [******]
[*******]	$	$		%
	$	$		%
	$	$		%

Effective Date:                        , 20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]

By:

Name:
Title:

ASSIGNEE
[NAME OF ASSIGNEE]

By:

Name:
Title:

Consented to and Accepted:

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch, as Administrative Agent

By:

Name:
Title:

By:

Name:
Title:

[******]	Set forth, to at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder.
[*******]	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Loan Commitment", "Tranche B Term Loan Commitment", etc.)

EXHIBIT D-2

[Consented to:][*********]

[CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch, as Swing Line Lender and Issuing Bank]

By:

Name:
Title:

By:

Name:
Title:

[Consented to:][*********]

MEDICAL DEVICE MANUFACTURING, INC.

By:

Name:
Title:

[********]	To be added only if the consent of Swing Line Lender and Issuing Bank is required by the terms of the Credit Agreement.
[********]	To be added only if the consent of the Company is required by the terms of the Credit Agreement.

EXHIBIT D-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

1.

Representations and Warranties.

1.1    Assignor.    The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2    Assignee.    The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.

Payments.    From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.

General Provisions.    This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the State of New York.

EXHIBIT D-4

EXHIBIT E TO
CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON-BANK STATUS

        Reference is made to the Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not a "bank" or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]

By:

Name:

Title:

EXHIBIT E-1

EXHIBIT F-1 TO
CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

        1.     We are, respectively, the chief executive officer and the chief financial officer of MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company").

        2.     Pursuant to Section 2.1 of the Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents, Company requests that Lenders make the following Loans to Company on June 30, 2004 (the "Closing Date"):

[(a)]	Tranche B Term Loans:	$	194,000,000.00
[(b)	Revolving Loans:	$	[      ,      ,      ]]

        3.     We have reviewed the terms of Section 3 of the Credit Agreement and the definitions and provisions contained in such Credit Agreement relating thereto, and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to herein.

        4.     Based upon our review and examination described in paragraph 3 above, we certify, on behalf of Company, that:

          (i)  as of the Closing Date, the representations and warranties contained in each of the Credit Documents are true, correct and complete in all respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date;

         (ii)  as of the Closing Date, no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby; and

        (iii)  as of the Closing Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

        5.     Attached as Annex A hereto are true and complete (and, where applicable, executed and conformed) copies of each of the Related Agreements, and we have reviewed the terms of each of such documents and in our opinion we have made, or have caused to be made under our supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 4.

EXHIBIT F-1-1

        The foregoing certifications are made and delivered as of June 30, 2004.

MEDICAL DEVICE MANUFACTURING, INC.
Name:	Ron Sparks
Title:	Chief Executive Officer
MEDICAL DEVICE MANUFACTURING, INC.
Name:	Stewart A. Fisher
Title:	Chief Financial Officer

EXHIBIT F-1-2

EXHIBIT F-2 TO
CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

        1.     I am the chief financial officer of MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation ("Company").

        2.     Reference is made to that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        3.     I have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, together with each of the Related Agreements, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

        4.     Based upon my review and examination described in paragraph 3 above, I certify that as of the date hereof, after giving effect to the consummation of the Transactions, the related financings and the other transactions contemplated by the Credit Documents and the Related Agreements, each Credit Party is Solvent.

        The foregoing certifications are made and delivered as of June 30, 2004.

Name:	Stewart A. Fisher
Title:	Chief Financial Officer

EXHIBIT F-2-1

EXHIBIT G TO
CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

        This COUNTERPART AGREEMENT, dated as of [mm/dd/yy] (this "Counterpart Agreement"), is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents.

        Section 1.    Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:

        (a)   agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

        (b)   represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;

        (c)   no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

        (d)   agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

        (e)   the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto and hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, (iii) grants to the Collateral Agent (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned's right, title and interest in and to all "Collateral" (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the "Collateral" and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement. The information set forth in Annex 1 hereto is hereby added to the information set forth in the Schedules to the Pledge and Security Agreement. The undersigned hereby represents and warrants that each of the representations and

EXHIBIT G-1

warranties contained in Section 3 of the Pledge and Security Agreement is true and correct on and as the date hereof (after giving effect to this Counterpart Agreement) as if made on and as of such date.

        Section 2.    The undersigned agrees from time to time, upon request of Administrative Agent or Collateral Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent or Collateral Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

        THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

EXHIBIT G-2

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

		[NAME OF SUBSIDIARY]
		By:
		Name:
		Title:
Address for Notices:
	Attention:
	Telecopier
with a copy to:
	Attention:
	Telecopier
ACKNOWLEDGED AND ACCEPTED, as of the date above first written:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent and Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT G-3

Annex 1 to
Counterpart Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6

Annex 1 to
EXHIBIT G-4

EXHIBIT H TO
CREDIT AND GUARANTY AGREEMENT

[distributed separately]

EXHIBIT I TO
CREDIT AND GUARANTY AGREEMENT

RECORDING REQUESTED BY:
Skadden, Arps, Slate, Meagher & Flom LLP

AND WHEN RECORDED MAIL TO:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Attn: David C. Reamer, Esq.

Re: [NAME OF COMPANY]

Location:

Municipality:

County:

State:

Space above this line for recorder's use only

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING

        This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as of [mm/dd/yy] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Mortgage"), by and from [NAME OF MORTGAGOR], a [Type of Person]("Mortgagor"), to CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as agent for Lenders and Lender Counterparties (in such capacity, "Mortgagee").

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents;

WHEREAS, subject to the terms and conditions of the Credit Agreement, Mortgagor may enter into one or more Hedge Agreements with one or more Lender Counterparties;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively, Mortgagor has agreed, subject to the terms and conditions hereof, each other Credit Document and each of the Hedge Agreements, to secure Mortgagor's obligations under the Credit Documents and the Hedge Agreements as set forth herein; and

EXHIBIT I-1

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Mortgagee and Mortgagor agree as follows:

SECTION 1. DEFINITIONS

1.1.    Definitions.    Capitalized terms used herein (including the recitals hereto) not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. In addition, as used herein, the following terms shall have the following meanings:

        "Event of Default" means (1) the occurrence of an Event of Default under and as defined in the Credit Agreement; or (2) the default by Mortgagor in the observance or performance of any covenant, condition or agreement expressly set forth in this Mortgage and the continuance of such default unremedied for a period of: (x) in the case of a default that is susceptible to cure by the payment of money, five (5) Business Days after such amount becomes due, or (y) in the case of all other such defaults, thirty (30) Business Days after Mortgagor's receipt of written notice thereof from Mortgagee or the date that Mortgagor obtains knowledge thereof, whichever is earlier; provided, however, that the aforesaid thirty (30) Business Day period shall be extended to the extent necessary to allow Mortgagor to complete the remedy of such default where (i) the default is such that it is not susceptible of cure within the aforesaid time period, (ii) Mortgagor diligently prosecutes the cure to completion and (iii) the delay in the cure of such default is not likely to have a Material Adverse Effect.

        "Indebtedness" means (i) with respect to Company, all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and any Hedge Agreement; and (ii) with respect to Mortgagor, all obligations and liabilities of every nature of such Mortgagor now or hereafter existing under or arising out of or in connection with any Loan Document, in each case together with all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, would accrue on such obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Mortgagor, any Lender or Lender Counterparty as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Mortgagor now or hereafter existing under this Agreement or under other documents that recite that they are intended to be secured by this Mortgage. The Credit Agreement contains a revolving credit facility which permits the Company to borrow certain principal amounts, repay all or a portion of such principal amounts, and reborrow the amounts previously paid to the Administrative Agent or Lenders, all upon satisfaction of certain conditions stated in the Credit Agreement. This Mortgage secures all advances and re-advances under the Credit Agreement, including, without limitation, those under the revolving credit facility contained thereon.

        "Mortgaged Property" means all of Mortgagor's interest in (i) [the leasehold estate in] the real property described in Exhibit A [created by the Subject Lease (as defined below)], together with any greater or additional estate therein as hereafter may be acquired by Mortgagor (the "Land"); [(ii) all assignments, modifications, extensions and renewals of the Subject Lease and all credits, deposits, options, privileges and rights and interests of Mortgagor as tenant under the Subject Lease, including, but not limited to, rights of first refusal, if any, and the right, if any, to renew or extend the Subject Lease for a succeeding term or terms,] (iii) all improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land subject to the Permitted Liens, (the "Improvements"; the Land and Improvements are collectively referred to as the

EXHIBIT I-2

"Premises"); (iv) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the "Fixtures"); (v) all right, title and interest of Mortgagor in and to all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC (defined below), now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the "Personalty"); (vi) all reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the "Deposit Accounts"); (vii) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person (other than Mortgagor) a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits subject to depositors rights and requirements of law (the "Leases"); (viii) all of the rents, revenues, royalties, income, proceeds, profits, security and other types of deposits subject to depositors rights and requirements of law, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the "Rents"), (ix) to the extent mortgageable or assignable, all other agreements, such as construction contracts, architects' agreements, engineers' contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the "Property Agreements"); (x) to the extent mortgageable or assignable, all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing; (xi) all property tax refunds payable to Mortgagor (the "Tax Refunds"); (xii) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the "Proceeds"); (xiii) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the "Insurance"); and (xiv) all of Mortgagor's right, title and interest in and to any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty (the "Condemnation Awards"). As used in this Mortgage, the term "Mortgaged Property" shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

        "Obligations" means all of the agreements, covenants, conditions, warranties, representations and other obligations of Mortgagor (including, without limitation, the obligation to repay the Indebtedness) under the Credit Agreement, any other Loan Documents or any of the Hedge Agreements.

        ["Subject Lease" means that certain [DESCRIBE LEASE], dated [mm/dd/yy], pursuant to which Mortgagor leases all or a portion of the Land from [NAME OF LANDLORD], a memorandum of which was recorded with the [FILING OFFICE].]

        "UCC" means the Uniform Commercial Code of New York or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

1.2.    Interpretation.    References to "Sections" shall be to Sections of this Mortgage unless otherwise specifically provided. Section headings in this Mortgage are included herein for convenience of reference only and shall not constitute a part of this Mortgage for any other purpose or be given any substantive effect. The rules of construction set forth in Section 1.3 of the Credit Agreement shall be applicable to this Mortgage mutatis mutandis. If any conflict or inconsistency exists between this Mortgage and the Credit Agreement, the Credit Agreement shall govern.

EXHIBIT I-3

SECTION 2. GRANT

        To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS and CONVEYS, to Mortgagee the Mortgaged Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee for so long as any of the Obligations remain outstanding.

SECTION 3. WARRANTIES, REPRESENTATIONS AND COVENANTS

3.1.    Title.    Mortgagor represents and warrants to Mortgagee that (a) Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests other than Permitted Liens, and (b) this Mortgage creates valid, enforceable first priority liens and security interests against the Mortgaged Property.

3.2.    First Lien Status.    Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage and the other Loan Documents. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released.

3.3.    Payment and Performance.    Mortgagor shall pay the Indebtedness when due under the Loan Documents and shall perform the Obligations in full when they are required to be performed as required under the Loan Documents.

3.4.    Maintenance and Use of Mortgaged Property; Replacement of Fixtures and Personalty; Waste.    Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair in accordance with the terms of the Credit Agreement. Subject to the terms of the Credit Agreement, Mortgagor shall promptly repair, replace or rebuild any part of the Mortgaged Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any condemnation. Mortgagor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Mortgaged Property or any part thereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Mortgagor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the prior written consent of Mortgagee. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article which is (i) of equal or better suitability and value and is owned by Mortgagor subject to the liens and security interests of this Mortgage and the other Loan Documents and free and clear of any other lien or security interest except such as may be permitted under the Credit Agreement or first approved in writing by Mortgagee. Mortgagor shall not commit or suffer any waste of the Mortgaged Property or make any change in the use of the Mortgaged Property which will in any way materially increase the risk of fire or other hazard arising out of the operation thereof, or take any action that might invalidate or give cause for cancellation of any insurance policy issued for the Mortgaged Property.

3.5.    Inspection.    Mortgagor shall permit Mortgagee, and Mortgagee's agents, representatives and employees, upon reasonable prior notice to Mortgagor, [and in compliance with the Subject Lease,] to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such environmental and engineering studies as Mortgagee may reasonably require; provided,

EXHIBIT I-4

such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property.

3.6.    Covenants Running with the Land.    All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, "Mortgagor" shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. In addition, all of the covenants of Mortgagor in any Loan Document party thereto are incorporated herein by reference and, together with covenants in this Section, shall be covenants running with the land.

3.7.    Insurance; Condemnation Awards and Insurance Proceeds.    Mortgagor shall obtain and maintain, or cause to be maintained, insurance in full force and effect at all times with respect to Morgagor and the Mortgaged Property as required pursuant to the Credit Agreement. [Subject to the terms of the Subject Lease,] Mortgagor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. [Subject to the terms of the Subject Lease,] Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property, subject to the terms of the Credit Agreement. Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly, subject to the terms of the Credit Agreement.

3.8.    Taxes; Change in Tax Law.    Mortgagor shall promptly pay all taxes assessed against the Mortgaged Property in accordance with the terms of the Credit Agreement. Upon the enactment of or change in (including, without limitation, a change in interpretation of) any applicable law (i) deducting or allowing Mortgagor to deduct from the value of the Mortgaged Property for the purpose of taxation any lien or security interest thereon or (ii) subjecting Mortgagee or any of the Lenders to any tax or changing the basis of taxation of mortgages, deeds of trust, or other liens or debts secured thereby, or the manner of collection of such taxes, in each such case, so as to affect this Mortgage, the Indebtedness or Mortgagee, and the result is to increase the taxes imposed upon or the cost to Mortgagee of maintaining the Indebtedness, or to reduce the amount of any payments receivable hereunder, then, and in any such event, Mortgagor shall, on demand, pay to Mortgagee and the Lenders additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful, or taxable to Mortgagee, or would constitute usury or render the Indebtedness wholly or partially usurious under applicable law, then Mortgagor shall pay or reimburse Mortgagee or the Lenders for payment of the lawful and non-usurious portion thereof.

3.9.    Mortgage Tax.    Mortgagor shall (i) pay when due any tax imposed upon it or upon Mortgagee or any Lender pursuant to the tax law of the state in which the Mortgaged Property is located in connection with the execution, delivery and recordation of this Mortgage and any of the other Loan Documents, and (ii) prepare, execute and file any form required to be prepared, executed and filed in connection therewith.

3.10.    Reduction Of Secured Amount.    In the event that the amount secured by the Mortgage is less than the Indebtedness, then the amount secured shall be reduced only by the last and final sums that Mortgagor [or Company] repays with respect to the Indebtedness and shall not be reduced by any intervening repayments of the Indebtedness unless arising from the Mortgaged Property. So long as the

EXHIBIT I-5

balance of the Indebtedness exceeds the amount secured, any payments of the Indebtedness shall not be deemed to be applied against, or to reduce, the portion of the Indebtedness secured by this Mortgage. Such payments shall instead be deemed to reduce only such portions of the Indebtedness as are secured by other collateral located outside of the state in which the Mortgaged Property is located or as are unsecured.

3.11    Payment for Labor and Materials.    Subject to the terms of the Credit Agreement, Mortgagor will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Mortgaged Property and never permit to exist in respect of the Mortgaged Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Mortgaged Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof, except for the Permitted Liens.

3.12    Incorporation by Reference.    All the covenants, conditions and agreements contained in the Credit Agreement and all and any of the other Loan Documents are hereby made a part of this Mortgage to the same extent and with the same force as if fully set forth herein.

[3.13.    Certain Leasehold Representations, Warranties and Covenants.

        3.13.1.     Mortgagor represents and warrants to Mortgagee that (a) except as identified in the definition thereof in Section 1 above, the Subject Lease is unmodified and in full force and effect, (b) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (c) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby, (d) Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, and (e) the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed (but this statement is made for the benefit of and may only be relied upon by Mortgagee and Lenders). Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Mortgagor as lessee under the Subject Lease. Mortgagor shall notify Mortgagee in writing of any default by Mortgagor in the performance or observance of any terms, covenants or conditions on the part of Mortgagor to be performed or observed under the Subject Lease within three (3) days after Mortgagor obtains knowledge of such default. Mortgagor shall, promptly following the receipt thereof, deliver a copy of any notice of default given to Mortgagor by the lessor pursuant to the Subject Lease and promptly notify Mortgagee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder. Unless required under the terms of the Subject Lease, except as set forth in the Credit Agreement, Mortgagor shall not, without the prior written consent of Mortgagee (which may be granted or withheld in Mortgagee's sole and absolute discretion) (i) terminate, or surrender the Subject Lease, or (ii) enter into any modification of the Subject Lease which materially impairs the practical realization of the security interest granted by this Mortgage, and any such attempted termination, modification or surrender without Mortgagee's written consent shall be void. Mortgagor shall, within twenty (20) days after written request from Mortgagee, use reasonable efforts to obtain from the lessor and deliver to Mortgagee a certificate setting forth the name of the tenant thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereon has been served on Mortgagor, stating that to the best of Mortgagee's knowledge, no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease, stating the date to

EXHIBIT I-6

which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be reasonably requested by Mortgagee.

        3.13.2.     So long as any of the Indebtedness or the Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the premises subject to each Subject Lease shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in the lessor or Mortgagor, or in a third party, by purchase or otherwise. If Mortgagor acquires the fee title or any other estate, title or interest in the property demised by the Subject Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents that Mortgagee may reasonably require to ratify, confirm and further evidence the lien of this Mortgage on the acquired estate, title or interest. Furthermore, Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact to execute and deliver, following an Event of Default, all such instruments and documents in the name and on behalf of Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as any portion of the Indebtedness remains unpaid.

        3.13.3.     If the Subject Lease shall be terminated prior to the natural expiration of its term due to default by Mortgagor or any tenant thereunder, and if, pursuant to the provisions of the Subject Lease, Mortgagee or its designee shall acquire from the lessor a new lease of the premises subject to the Subject Lease, Mortgagor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

        3.13.4.     Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of any Subject Lease within the meaning of any provision thereof prohibiting its assignment and Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the tenant arising out of any Subject Lease for only that period of time for which Mortgagee is in possession of the premises demised thereunder or has acquired, by foreclosure or otherwise, and is holding all of Mortgagor's right, title and interest therein.

SECTION 4. DEFAULT AND FORECLOSURE

4.1.    Remedies.    If an Event of Default has occurred and is continuing, Mortgagee may, at Mortgagee's election, exercise any or all of the following rights, remedies and recourses:

        (a)   Declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable;

        (b)   Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon (and if Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee's prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor);

        (c)   Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions hereof;

        (d)   Institute proceedings for the complete foreclosure of this Mortgage, either by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in

EXHIBIT I-7

one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the Lenders may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the Indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Mortgaged Property is waived;

        (e)   Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions hereof; and/or

        (g)   Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

4.2.    Separate Sales.    The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

4.3.    Remedies Cumulative, Concurrent and Nonexclusive.    Mortgagee and the Lenders shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or the Lenders, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or the Lenders in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

4.4.    Release of and Resort to Collateral.    Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first and prior lien and security interest in and to the Mortgaged Property. For payment of the Indebtedness, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

4.5.    Waiver of Redemption, Notice and Marshalling of Assets.    To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Mortgagee's election to exercise or the actual exercise of any right,

EXHIBIT I-8

remedy or recourse provided for under the Loan Documents; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

4.6.    Discontinuance of Proceedings.    If Mortgagee or the Lenders shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or the Lenders shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee or the Lenders shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee or the Lenders shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or the Lenders thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

4.7.    Application of Proceeds.    The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in the following order unless otherwise required by applicable law: first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing, improving and selling the same, including, without limitation, (a) receiver's fees and expenses, including the repayment of the amounts evidenced by any receiver's certificates, (b) court costs, (c) reasonable attorneys' and accountants' fees and expenses, (d) costs of advertisement [, and (e) the payment of all rent and other charges under the Subject Lease]; and second, as provided in Section 2.15 of the Credit Agreement.

4.8.    Occupancy After Foreclosure.    Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

4.9.    Additional Advances and Disbursements; Costs of Enforcement.    If any Event of Default exists, Mortgagee and each of the Lenders shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor in accordance with the Credit Agreement. All sums advanced and expenses incurred at any time by Mortgagee or any Lender under this Section, or otherwise under this Mortgage or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred if not repaid within five (5) days after demand therefor, to and including the date of reimbursement, computed at the highest rate at which interest is then computed on the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Mortgage. Mortgagor shall pay all expenses (including reasonable attorneys' fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee or the Lenders in respect thereof, by litigation or otherwise.

4.10.    No Mortgagee in Possession.    Neither the enforcement of any of the remedies under this Section, the assignment of the Rents and Leases under Section 5, the security interests under Section 6, nor any other remedies afforded to Mortgagee or the Lenders under the Loan Documents, at law or in equity shall cause Mortgagee or any Lender to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any Lender to lease the Mortgaged

EXHIBIT I-9

Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

SECTION 5. ASSIGNMENT OF RENTS AND LEASES

5.1.    Assignment.    In furtherance of and in addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice by Mortgagee (any such notice being hereby expressly waived by Mortgagor).

5.2.    Perfection Upon Recordation.    Mortgagor acknowledges that Mortgagee has taken all actions necessary to obtain, and that upon recordation of this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases and in the case of security deposits, rights of depositors and requirements of law. Mortgagor acknowledges and agrees that upon recordation of this Mortgage Mortgagee's interest in the Rents shall be deemed to be fully perfected, "choate" and enforced as to Mortgagor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the "Bankruptcy Code"), without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

5.3.    Bankruptcy Provisions.    Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

SECTION 6. SECURITY AGREEMENT

6.1.    Security Interest.    This Mortgage constitutes a "security agreement" on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards. To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.

EXHIBIT I-10

6.2.    Financing Statements.    Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee's security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Mortgagor's chief executive office is at the address set forth on Appendix B to the Credit Agreement. After the date of this Mortgage, Mortgagor shall not change its name, type of organization, organizational identification number (if any), jurisdiction of organization or location (within the meaning of the UCC) without giving at least thirty (30) days' prior written notice to Mortgagee.

6.3.    Fixture Filing.    This Mortgage shall also constitute a "fixture filing" for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.

SECTION 7. ATTORNEY-IN-FACT

        Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee's security interests and rights in or to any of the Mortgaged Property, and (d) while any Event of Default exists, to perform any obligation of Mortgagor hereunder; provided, (i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (ii) any sums advanced by Mortgagee in such performance shall be added to and included in the Indebtedness and shall bear interest at the highest rate at which interest is then computed on the Indebtedness provided that from the date incurred said advance is not repaid within five (5) days demand therefor; (iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section.

SECTION 8. MORTGAGEE AS AGENT

        Mortgagee has been appointed to act as Mortgagee hereunder by Lenders and, by their acceptance of the benefits hereof, Lender Counterparties. Mortgagee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Mortgaged Property), solely in accordance with this Mortgage and the Credit Agreement; provided, Mortgagee shall exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of (a) Requisite Lenders, or (b) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements (Requisite Lenders

EXHIBIT I-11

or, if applicable, such holders being referred to herein as "Requisite Obligees"). In furtherance of the foregoing provisions of this Section, each Lender Counterparty, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Mortgaged Property, it being understood and agreed by such Lender Counterparty that all rights and remedies hereunder may be exercised solely by Mortgagee for the benefit of Lenders and Lender Counterparties in accordance with the terms of this Section. Mortgagee shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to terms of the Credit Agreement shall also constitute notice of resignation as Mortgagee under this Agreement; removal of Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute removal as Mortgagee under this Agreement; and appointment of a successor Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Mortgagee under this Agreement. Upon the acceptance of any appointment as Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Mortgagee under this Agreement, and the retiring or removed Mortgagee under this Agreement shall promptly (i) transfer to such successor Mortgagee all sums, securities and other items of Mortgaged Property held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Mortgagee under this Mortgage, and (ii) execute and deliver to such successor Mortgagee such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Mortgagee of the security interests created hereunder, whereupon such retiring or removed Mortgagee shall be discharged from its duties and obligations under this Mortgage thereafter accruing. After any retiring or removed Administrative Agent's resignation or removal hereunder as Mortgagee, the provisions of this Mortgage shall continue to enure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was Mortgagee hereunder.

SECTION 9. LOCAL LAW PROVISIONS

        [The form of this document will be modified by comments from local counsel required to conform the provisions to the requirements of local law, if any.]

SECTION 10. MISCELLANEOUS

        Any notice required or permitted to be given under this Mortgage shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of Mortgagee or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Mortgage and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Except as permitted in the Credit Agreement, Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder. Upon payment in full of the Indebtedness and performance in

EXHIBIT I-12

full of the Obligations, or upon prepayment of a portion of the Indebtedness equal to the Net Cash Proceeds for the Mortgaged Property in connection with a permitted Asset Sale, subject to and in accordance with the terms and provisions of the Credit Agreement, Mortgagee, at Mortgagor's expense, shall release the liens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor or, at the request of Mortgagor, assign this Mortgage without recourse. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

        MORTGAGOR AGREES, TO THE FULL EXTENT THAT IT MAY LAWFULLY DO SO, THAT IT WILL NOT AT ANY TIME INSIST UPON OR PLEAD OR IN ANY WAY TAKE ADVANTAGE OF ANY STAY, MARSHALLING OF ASSETS, EXTENSION, REDEMPTION OR MORATORIUM LAW NOW OR HEREAFTER IN FORCE AND EFFECT SO AS TO PREVENT OR HINDER THE ENFORCEMENT OF THE PROVISIONS OF THIS MORTGAGE OR THE INDEBTEDNESS OR OBLIGATIONS SECURED HEREBY, OR ANY AGREEMENT BETWEEN MORTGAGOR AND MORTGAGEE OR ANY RIGHTS OR REMEDIES OF MORTGAGEE OR ANY LENDER.

        THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

        [In the event that the real property to be mortgaged is located within a State which uses a Deed of Trust rather than a Mortgage, the provisions above will be modified as necessary to reflect typical Deed of Trust language and the following provision shall be added to this document:

CONCERNING THE TRUSTEE

    .1    Certain Rights.    With the approval of Beneficiary, Trustee shall have the right to select, employ and consult with counsel. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine. Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustee's services hereunder as shall be rendered. Grantor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which may be incurred by it in the performance of its duties, including those arising from joint, concurrent, or comparative negligence of Trustee; provided, however, that Grantor shall not be liable under such indemnification to the extent such liability or expenses result solely from Trustee's gross negligence or willful misconduct. Grantor's obligations under this Section .1 shall not be reduced or impaired by principles of comparative or contributory negligence.

    .2    Retention of Money.    All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.

EXHIBIT I-13

    .3    Successor Trustees.    If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have full power to appoint one or more substitute Trustees and, if preferred, several substitute Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee. Such appointment may be executed by any authorized agent of Beneficiary and as so executed, such appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action.

    .4    Perfection of Appointment.    Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee such estates, rights, powers and duties, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.

    .5    Trustee Liability.    In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.]

[Remainder of page intentionally left blank]

EXHIBIT I-14

IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly executed and delivered by authority duly given.

[NAME OF MORTGAGOR]

By:

Name:
Title:

[APPROPRIATE NOTARY BLOCK]

EXHIBIT I-15

EXHIBIT A TO
MORTGAGE

Legal Description of Premises:

EXHIBIT I-A-1

EXHIBIT J TO
CREDIT AND GUARANTY AGREEMENT

LANDLORD WAIVER AND CONSENT AGREEMENT

        This LANDLORD WAIVER AND CONSENT AGREEMENT (this "Agreement") is dated as of [mm/dd/yy] and entered into by [NAME OF LANDLORD] ("Landlord"), to and for the benefit of CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as agent for Lenders and Lender Counterparties (in such capacity, "Agent").

RECITALS:

WHEREAS, [NAME OF GRANTOR], a [Type of Person] ("Tenant"), has possession of and occupies all or a portion of the property described on Exhibit A annexed hereto (the "Premises");

WHEREAS, Tenant's interest in the Premises arises under the lease agreement (the "Lease") more particularly described on Exhibit B annexed hereto, pursuant to which Landlord has rights, upon the terms and conditions set forth therein, to take possession of, and otherwise assert control over, the Premises;

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of June 30, 2004 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and ANTARES CAPITAL CORPORATION and NATIONAL CITY BANK, as Co-Documentation Agents, pursuant to which Tenant has executed a security agreement, mortgages, deeds of trust, deeds to secure debt and assignments of rents and leases, and other collateral documents in relation to the Credit Agreement;

WHEREAS, Tenant's repayment of the extensions of credit made by Lenders under the Credit Agreement will be secured, in part, by all inventory of Tenant (including all inventory of Tenant now or hereafter located on the Premises (the "Subject Inventory")) and all equipment and trade fixtures used in Tenant's business (including all equipment and trade fixtures of Tenant now or hereafter located on the Premises (the "Subject Equipment"; and, together with the Subject Inventory, the "Collateral")); and

WHEREAS, Agent has requested that Landlord execute this Agreement as a condition to the extension of credit to Tenant under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby represents and warrants to, and covenants and agrees with, Agent as follows:

        1.     Landlord hereby (a) waives and releases unto Agent and its successors and assigns any and all rights granted by or under any present or future laws to levy or distraint for rent or any other charges which may be due to Landlord against the Collateral, and any and all other claims, liens and demands of every kind which it now has or may hereafter have against the Collateral, and (b) agrees that any rights it may have in or to the Collateral, no matter how arising (to the extent not effectively waived pursuant to clause (a) of this paragraph 1), shall be second and subordinate to the rights of Agent in respect thereof. Landlord acknowledges that the Collateral is and will remain personal property and not fixtures even though it may be affixed to or placed on the Premises.

EXHIBIT J-1

        2.     Landlord certifies that (a) Landlord is the landlord under the Lease, (b) the Lease is in full force and effect and has not been amended, modified, or supplemented except as set forth on Exhibit B annexed hereto, (c) to the knowledge of Landlord, there is no defense, offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord under the Lease, (d) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no knowledge of the occurrence of any other default under or in connection with the Lease, and (e) except as disclosed to Agent, no portion of the Premises is encumbered in any way by any deed of trust or mortgage lien or ground or superior lease.

        3.     Landlord consents to the installation or placement of the Collateral on the Premises, and Landlord grants to Agent a license to enter upon and into the Premises to do any or all of the following with respect to the Collateral: assemble, have appraised, display, remove, maintain, prepare for sale or lease, repair, transfer, or sell (at public or private sale). In entering upon or into the Premises, Agent hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, liabilities, costs and expenses incurred by Landlord caused solely by Agent's entering upon or into the Premises and taking any of the foregoing actions with respect to the Collateral. Such costs shall include any damage to the Premises made by Agent in severing and/or removing the Collateral therefrom.

        4.     Landlord agrees that it will not prevent Agent or its designee from entering upon the Premises at all reasonable times to inspect or remove the Collateral. In the event that Landlord has the right to, and desires to, obtain possession of the Premises (either through expiration of the Lease or termination thereof due to the default of Tenant thereunder), Landlord will deliver notice (the "Landlord's Notice") to Agent to that effect. Within the 45 day period after Agent receives the Landlord's Notice, Agent shall have the right, but not the obligation, to cause the Collateral to be removed from the Premises. During such 45 day period, Landlord will not remove the Collateral from the Premises nor interfere with Agent's actions in removing the Collateral from the Premises or Agent's actions in otherwise enforcing its security interest in the Collateral. Notwithstanding anything to the contrary in this paragraph, Agent shall at no time have any obligation to remove the Collateral from the Premises.

        5.     Landlord shall send to Agent a concurrent copy of any notice of default or acceleration of rent payments under the Lease sent by Landlord to Tenant.

        6.     All notices to Agent under this Agreement shall be in writing and sent to Agent at its address set forth on the signature page hereof by telefacsimile, by United States mail, or by overnight delivery service.

        7.     The provisions of this Agreement shall continue in effect until Landlord shall have received Agent's written certification that all amounts advanced under the Credit Agreement have been paid in full.

        8.     This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the state in which the Lease is effective, without regard to conflicts of laws principles.

        9.     This Agreement may be executed in any number of several counterparts. The agreements contained herein may not be modified except by an agreement in writing signed by Landlord, Agent and Tenant, or their respective successors in interest. The agreements contained herein shall inure to the benefit of and shall be binding upon Agent and its successors and assigns and Landlord and its successors and assigns (including any transferees of the property in which the Premises is located).

EXHIBIT J-2

[If the Lease at issue is to mortgaged, the recitals will be modified accordingly and the following provisions will be added:

            . Landlord hereby acknowledges that it shall not unreasonably withhold its consent to the assignment or transfer of the Lease to any nominee of Agent and the Lenders pursuant to Agent's exercise of rights under the Credit Agreement and the documents entered into in connection therewith (collectively, the "Loan Documents"); provided, however, that (a) Landlord is notified of such assignment or transfer within 5 days thereof, (b) upon any such transfer, Agent or its nominee assumes all of Tenant's obligations under the Lease (Tenant shall remain liable for all such obligations) and (c) Agent or its nominee shall be required to cure any defaults within the applicable time periods set forth in the Lease, provided, and to the extent that, such defaults are capable of cure by Agent. Landlord further acknowledges that any change of control of Tenant through exercise of Agent's rights under the Loan Documents, including without limitation by foreclosure on the equity interests of Tenant, shall be permitted without any requirement that Landlord consent thereto. Subject to the foregoing provisions of this paragraph, the exercise of remedies by Agent under the Loan Documents, including a foreclosure of the Mortgage or similar action or action in lieu of the foregoing, shall not constitute a default under the Lease and shall be permitted without Landlord's consent.

            . If at any time Tenant's interest under the Lease and the fee estate in the Premises are commonly held, then they shall remain separate and distinct estates. They shall not merge without the consent of Agent.

            . Agent and Tenant may amend, modify, supplement, renew or substitute the Loan Documents without the consent of Landlord.

            . Landlord hereby consents to Tenant's execution and delivery of the Mortgage, and recordation of the Mortgage against Tenant's interest under the Lease and Tenant's interest in the Premises.

            . No surrender (except a surrender upon the expiration of the term of the Lease or upon a termination by Landlord pursuant and subject to the provisions of the Lease) to Landlord of the Lease, or of the Premises, or any part thereof, or any interest therein, and no termination of the Lease by Tenant shall be valid or effective without the prior written consent of Agent. If Landlord and Tenant hereafter amend or modify the Lease in a material and adverse manner, Agent shall not be bound by or subject to such amendment or modification of the Lease to which Administrative Agent has not given its written consent.

            . If the Lease is terminated prior to its expiration date or if the Lease is rejected in a bankruptcy or insolvency proceeding or for any other reason, Landlord will enter into a new lease of the Premises (a "New Lease") with the nominee of Agent for the remainder of the term of the Lease, at the rent and additional rent and upon all of the covenants, agreements, terms, provisions and limitations contained in the Lease, if Agent requests such a New Lease within 40 days after the date of termination of the Lease and if all sums then due to Landlord under the Lease are paid to Landlord.

            . Notwithstanding anything to the contrary set forth herein or the Lease, no Lender Party (defined below) shall have any obligation or liability hereunder or under the Lease or any New Lease beyond such Lender Party's then interest, if any, in the Premises, and Landlord shall look exclusively to such interest of such Lender Party, if any, in the Premises for the payment and discharge of any obligation or liability imposed upon such Lender Party; provided, however, that to the extent a Lender Party becomes the tenant under the Lease or any New Lease, such Lender Party will have obligations and liabilities thereunder without reference to the foregoing. The term "Lender Party" means Agent, the Lenders and their respective affiliates, nominees or designees.

            . Any mortgage or encumbrance on the fee title to the Premises or the reversionary interest of Landlord therein, whether now or hereafter existing, shall be expressly made junior, subject and subordinate to (a) the Lease, (b) any New Lease, (c) the leasehold estate created under the Lease or

EXHIBIT J-3

any such New Lease, and (d) all rights of Tenant, Agent and the Lenders set forth herein or in the Lease.

            . Landlord will deliver to Agent an estoppel certificate within 20 days after Agent's request. The estoppel certificate will certify that the Lease is in full force and effect, will identify any modifications to the Lease, will indicate whether, to the knowledge of Landlord, any default then exists under the Lease, and will contain such other information as a prospective assignee of the Tenant's interest under the Lease or a prospective leasehold mortgagee would reasonably request.

        Add to the end of Section 5—Landlord shall not (i) terminate the Lease or (ii) accelerate rent payments if Agent cures the default within 30 days after receiving such notice from Landlord or within any longer cure period set forth in the Lease. Landlord shall also send to Agent notice promptly upon termination of the Lease. For any default that cannot be cured without possession of the Premises, Landlord shall allow such additional time as Agent shall reasonably require to prosecute and complete a foreclosure or equivalent proceeding and obtain such possession. If Agent completes a foreclosure on Tenant's interest under the Lease, then Landlord shall waive any noncurable defaults.]

[Remainder of page intentionally left blank]

EXHIBIT J-4

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the day and year first set forth above.

[NAME OF LANDLORD]

By:

Name:

Title:

Attention:

Telecopier:

        By its acceptance hereof, as of the day and year first set forth above, Agent agrees to be bound by the provisions hereof.

	CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Agent
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	Eleven Madison Avenue New York, New York 10010-3629 Attention: Telecopier:
AGREED AND ACCEPTED:
[            ], as Tenant
By:
Name:
Title:

EXHIBIT J-5

EXHIBIT A TO
LANDLORD WAIVER AND CONSENT

Legal Description of Premises:

EXHIBIT J-A-1

EXHIBIT B TO
LANDLORD WAIVER AND CONSENT

Description of Lease:

EXHIBIT J-B-1

Schedule 1.1

Existing Letters of Credit

•

Irrevocable Letter of Credit Number SM203851W issued by Wachovia Bank, National Association in the amount of $1,000,000, for the benefit of Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., issued on June 26, 2003 with a current expiry of June 26, 2005.



•

Irrevocable Standby Letter of Credit Number SM20642W, issued by Wachovia Bank, National Association in the amount of $317,500, for the benefit of Chubb Group of Insurance Companies, issued on December 18, 2003 with an expiry date of September 28, 2004.



•

Irrevocable Standby Letter of Credit Number SM 200630W, issued by Wachovia Bank, National Association in the amount of $203,856, for the benefit of Kemper Insurance Companies, issued on October 31, 2002, with an expiry date of October 25, 2005.

SCHEDULE 3.1(i)

Closing Date Mortgaged Properties

1.

140 East Hintz Road, Wheeling, Cook County, IL

2.

200 W. 7^th Avenue, Collegeville, Montgomery County, PA

3.

13024 North Main Street, Trenton, Dade County, GA

4.

68 Mill Lane Road, Brimfield, Hampden County, MA

5.

149 Johnson Road, Houston, Washington County, PA

Schedule 3.1(k)

Environmental Reports and Reliance Letter

[Environmental Strategies Consulting LLC Logo]
Environmental Strategies Consulting LLC
11911 Freedom Drive, Suite 900    •    Reston, Virginia 20190    •     (703) 709-6500    •    Fax (703) 709-8505

VIA ELECTRONIC MAIL

June 28, 2004

PRIVILEGED AND CONFIDENTIAL
PREPARED AT THE REQUEST OF COUNSEL

Credit Suisse First Boston LLC
DLJ Merchant Banking Partners III, L.P.
DLJ Offshore Partners III-l, C.V.
DLJ Offshore Partners III-2, C.V.
DLJ Offshore Partners III, C.V.
DLJ MB Partners III GmbH & Co. KG
Millennium Partners II, L.P.
MBP III Plan Investors, L.P.
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch

RE:

Reliance on Reports Generated by Environmental Strategies Consulting LLC

To Whom It May Concern:

        At the express request of UTI Corp., and with their approval, Environmental Strategies Consulting LLC agrees to provide the above-listed parties (hereinafter Third Parties) for their additional benefit and use copies of the following environmental reports (hereinafter the "Reports"):

•

Environmental Site Assessment, MedSource, Brooklyn Park, Minnesota (June 21, 2004)



•

Environmental Site Assessment, MedSource Englewood, Colorado (June 21, 2004)



•

Phase II Environmental Site Assessment, MedSource Englewood, Colorado (June 21, 2004)



•

Environmental Site Assessment MedSource Orchard Park, New York (June 21, 2004)



•

Environmental Site Assessment MedSource Trenton, Georgia (June 17, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Apex, Pittsfield, Massachusetts (June 21, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Tenax, Danbury, Connecticut (June 21, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Brimfield, Massachusetts (June 21, 2004)



•

Environmental Site Assessment MedSource Newton, Massachusetts (June 21, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Corry, Pennsylvania (June 16, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Norwell, Massachusetts (June 16, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Pittsburgh (Houston), Pennsylvania (June 17, 2004)

•

Environmental Site Assessment Transaction Screen MedSource Laconia, New Hampshire (June 15, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Moultonborough, New Hampshire (June 21, 2004)



•

Environmental Site Assessment Transaction Screen MedSource Santa Clara, California (June 21, 2004)



•

Environmental Site Assessment Transaction Screen, MedSource Cheshire Lane, Minnesota (June 21, 2004)

        The above-named Third Parties may rely on these Reports to the same extent as the Client in light of any limitations placed on the scope, nature, and type of Environmental Strategies' services as stated in Environmental Strategies' proposal to Client and in the Reports, and subject to the terms and conditions of this letter.

        The Reports are intended for Environmental Strategies' Clients and the abovenamed Third Parties exclusive reliance and internal use, and may not be relied upon by other parties without the express written consent of Environmental Strategies

        By request and use of the Reports, the Third Parties expressly waive all existing or potential conflicts of interest among Client, the Third Parties and Environmental Strategies with respect to the Reports that may now exist or arise hereafter.

Sincerely yours,

Jan J. Chizzonite
President

JJC:slp
k:client\hogan\medsource\oak reliance Ietter2.doc

AGREED TO AND AFFIRMED
Signature	Date

SCHEDULE 4.1

Jurisdictions of Organization

MedSource Technologies, Inc.: Delaware
MedSource Technologies, LLC: Delaware
Brimfield Acquisition Corp.: Delaware
Brimfield Precision, LLC: Delaware
Kelco Acquisition, LLC: Delaware
Hayden Precision Industries, LLC: Delaware
National Wire & Stamping, Inc.: Colorado
Portlyn, LLC: Delaware
Texcel, Inc.: Massachusetts
The Microspring Company, LLC: Delaware
Tenax, LLC: Delaware
Thermat Acquisition Corp.: Delaware
MedSource Technologies Newton, Inc.: Delaware
MedSource Technologies Pittsburgh, Inc.: Delaware
MedSource Trenton, Inc.: Delaware
Cycam, Inc.: Pennsylvania
ELX, Inc.: Pennsylvania
UTI Corporation: Maryland
Medical Device Manufacturing, Inc.: Colorado
American Technical Molding, Inc.: California
Noble-Met, Ltd.: Virginia
G&D, Inc.: Colorado
UTI Corporation: Pennsylvania
UTI Holding Company: Delaware
Spectrum Manufacturing, Inc.: Nevada
Micro-Guide, Inc. California
Venusa, Ltd.: New York
UTI SFM Feinmechanik GmbH: Germany
Venusa de Mexico, S.A. de C.V.: Mexico
Medis, S.A. de C.V.: Mexico
Star Guide Limited: Ireland

SCHEDULE 4.2

Capital Stock and Ownership

Grantor	Issuer	# of Shares Owned
UTI Corporation (MD)	Medical Device Manufacturing, Inc.	100
Medical Device Manufacturing, Inc.	G&D, Inc. d/b/a Star Guide Corporation	100,000 Class A Common 9,900,000 Class B Common
Medical Device Manufacturing, Inc.	Noble-Met, Ltd.	4,113,282
Medical Device Manufacturing, Inc.	Venusa, Ltd.	70
Medical Device Manufacturing, Inc.	American Technical Molding, Inc.	100
Medical Device Manufacturing, Inc.	UTI Holding Company	100
Medical Device Manufacturing, Inc.	Micro-Guide, Inc.	91,388
Medical Device Manufacturing, Inc.	MedSource Technologies, Inc.	1000
Medical Device Manufacturing, Inc.	UTI Corporation (PA)	13,144
Medical Device Manufacturing, Inc.	UTI Corporation (PA)	1,547,319
UTI Corporation (PA)	Spectrum Manufacturing Inc.	300
Medical Device Manufacturing, Inc.	Venusa de Mexico, S.A. de C.V.	100 Series B Foreign Fixed Capital 25 Series B Foreign Variable Capital 66 Series B Foreign Variable Capital
Venusa, Ltd.	Venusa de Mexico, S.A. de C.V.	1 Series B Foreign Variable Capital
UTI Corporation (PA)	UTISFM Feinmechanik GmbH (Germany)	1

Medical Device Manufacturing, Inc.	Medis, S.A. de C.V.	99
Venusa, Ltd.	Medis, S.A. de C.V.	1
G & D Inc. d/b/a Star Guide Corporation	Star Guide, Ltd.	2
MedSource Technologies, LLC	Brimfield Acquisition Corp.	100
MedSource Technologies, LLC	National Wire & Stamping, Inc.	10
MedSource Technologies, LLC	Texcel, Inc.	10
MedSource Technologies, LLC	Thermat Acquisition Corp.	200
MedSource Technologies, LLC	MedSource Technologies Newton, Inc.	100
MedSource Technologies, LLC	MedSource Technologies Pittsburgh, Inc.	100
MedSource Technologies, LLC	MedSource Trenton, Inc.	100
MedSource Technologies Pittsburgh, Inc.	Cycam, Inc.	500
MedSource Technologies Pittsburgh, Inc.	ELX, Inc.	60

        Please see attached option schedule for UTI, a Maryland corporation and its subsidiaries current through March 31, 2004 attached hereto as Annex A.

        Anti-Dilution Agreement by and among MDMI Holdings, Inc. and the Parties named therein, dated May 31, 2000.

        Third Amended & Restated Registration Rights Agreement dated as of June 30, 2004, by and among UTI Corporation, KRG/CMS L.P., DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P., and the other Holders listed on Schedule I thereto.

        Shareholders' Agreement, by and among Medical Device Manufacturing, Inc., KRG Capital Partners, LLC, Eric Pollock, Helene Pollock, the Helene Pollock Irrevocable Spousal Trust No. 1, the Helene Pollock Irrevocable Spousal Trust No. 2, George Archambault, Patricia Harrison, Donald Bothner, First Analysis Corporation and its affiliated investment funds, Infrastructure and Environmental Private Equity Fund III, L.P. and Environmental and Information Technology Private Fund III, CMC Companies and any affiliated investment fund to which it may assign all or part of its interest in the Company, and such other investors as may from time to time become a party, dated as of July 6, 1999, as amended.

        UTI Corporation, a Maryland corporation, has outstanding currently exercisable warrants to purchase an aggregate of 1,136,364 shares of its Class AB Convertible Preferred Stock at an exercise price of $0.01 per share. Each share of Class AB Convertible Preferred Stock issuable upon exercise of the warrants is convertible into 1.8 shares of UTI Corporation's common stock. The warrants are held by the holders of UTI Corporation's Class C Redeemable Preferred Stock and entitle each holder thereof to acquire that number of shares of Class AB Convertible Preferred Stock equal to the number of shares of Class C Redeemable Preferred Stock held by each such holder.

        Please see attached option schedule for MedSource Technologies, Inc. and its subsidiaries current through April 9, 2004 attached hereto as Annex B.

ANNEX A

UTI Corporation, a Maryland corporation and its subsidiaries

Option Schedule

ANNEX B

MedSource Technologies, Inc. and its subsidiaries

Option Schedule

SCHEDULE 4.13
Real Estate Assets

(a)

None.

(b)

(i)

Owned Real Estate Assets

Owner	Address	Fair Market Value
UTI Corporation	200 W. 7th Avenue/Collegeville/PA/19426	$	12,391,701
Spectrum Manufacturing, Inc.	140 E. Hintz Rd./Wheeling/IL/60090	$	4,816,249
MedSource Trenton, Inc.	129 Bond Street & 13024 North Main Street/Trenton/GA/30752	$	2,146,003
Brimfield Precision, LLC	68 Mill Lane Drive/Brimfield/MA/01010	$	1,452,000
MedSource Technologies Pittsburgh, Inc.	149 Johnson Road/Houston/PA/15342	$	3,000,000

(ii)

Leasehold Property

Grantor	Address	Lease, Sublease or Assignment	Expiration Date	Unexercised Renewal Options	Annual Base Rent Rental Payments
UTI Corporation (PA)	4315 New Brunswick Ave., South Plainfield, New Jersey 07080	Lease dated February 12 2004 between FINA, LLC and UTI Corporation.	2/28/07	After expiration of initial term—year to year	$45,600
Spectrum Manufacturing, Inc.	690 & 723 Chaddick Drive, Wheeling, IL 60090	Lease dated February 7, 2003 between Parkway Development Co. and Spectrum Manufacturing Incorporated.	2/28/08	Two 5-year terms	$129,696
Medical Device Manufacturing, Inc.	5000 Independence Street, Arvada, CO 80020	Lease Agreement dated July 6, 1999 between 5000 Independence Street LLC and Medical Device Manufacturing, Inc.	7/5/07	One 4-year term	$390,000 (as of 7/30/03 adjusted annually by formula which takes CPI into account)
Noble-Met, Ltd.	221 S. Yorkshire Street, Salem, VA 24153	Lease dated March 15, 2004 between JKL, L.L.C. and Noble-Met, Ltd. for property located at 221 South Yorkshire Street, Salem, VA.	5/19/09	Two 5-year terms	$120,000
	200 S. Yorkshire Street, Salem, VA 24153	Lease Agreement dated January 11,2000, between Image L.C. and Medical Device Manufacturing, Inc. for premises located at 200 S. Yorkshire Street, Salem, VA.	1/10/06	Two 3-year terms	$324,996 (adjusted annually by formula which takes CPI into account)
UTI Corporation (PA)	10407 N. Commerce Parkway, Miramar, FL, 33025	Lease dated August 15, 1999 Exercised Option to Terminate 10/15/04	No	$242,999.16
UTI Corporation (PA)	169 Callender Road, Watertown, CT, 06795	Lease Agreement dated May 20, 2002 between DTEC, Inc. and UTI Corporation.	8/31/04	No	$242,685.04

Venusa, Ltd.	31-C Butterfield Trail, El Paso, Texas 79906	Lease dated March 15, 1995 between Louis Kennedy, who assigned his interest to Eastgroup Properties, L.P. and Venusa, Ltd. Amendment dated April 13, 2000 between Eastgroup Properties, L.P. and Venusa, Ltd. Letter Agreement dated September 1, 2000 between Eastgroup Properties, L.P. and Venusa, Ltd.	4/14/05	One 5-year term	$148,500.84
Micro-Guide, Inc.	20600 South Street and 20601 Santa Lucia Street, Tehachapi, CA 93561	Lease dated October 31, 2001 between DKM Investments LLC (Landlord), C. and H. Gauge Co., Inc. (Tenant) and Medical Device Manufacturing, Inc. (Guarantor)	10/31/04	Three 1-year terms	$145,000 (as of 10/31/01 adjusted annually by formula that takes the Consumer Price Index into account).
American Technical Molding, Inc.	2022-2066 West 11th Street, Upland, CA 91786	Lease dated June 1, 2004 between GT 2000 LP, J.K. Molds, Inc. and American Technical Molding, Inc.	5/31/07	No	$228,000
UTI SFM Feinmechanik GmbH	Aura, Germany	Lease Agreement dated June 15, 1999, between Suddeutsche Feinmechani GmbH and UTI SFM Feinmechanik GmbH	Indefinite term—one year notice to terminate	No	163,028 Euros
Seazun Limited	Unit 5 Westlink Commercial Park, Oranmore, Galway, Ireland	Lease dated December 11, 2000 between Peter Lyons (Landlord) Seazun Limited (Tenant) and G&D, Inc. (trading as StarGuide (Guarantor))	10/11/21	No	IR£ 58,000
Uniform Tubes Europe	Unit E1, Brookside Business Park, Greengate, Chadderton, Manchester, UK	Lease dated June 30, 2000, between Industrial Property Investment Fund and Uniform Tubes Europe	7/23/18	No	£15,000 (as of 7/30/00)
Venusa, Ltd.	Elamex Building #8, Bermudez Industrial Park, Ciduad Juarez, Chihuahua, Mexico	Lease Agreement dated June 1, 2001 between Elamex de Juarez, S.A. de C.V. and Venusa Ltd.	9/30/06	Three 30year terms	$225,348
Venusa De Mexico S.A. de C.V.	No. 6 Calle Hertz, Ciduad Juarez, Chihuahua, Mexico	Lease Agreement dated February 26, 2001 between Elamex de Juarez, S.A. de C.V. and Venusa De Mexico S.A. de C.V.	10/31/05	No	$836,512.32

MedSource Technologies, LLC	3255-4 Scott Boulevard, Suite 105, Santa Clara, CA	Lease Agreement dated July 8, 2002 between John Arrillaga and Richard T. Peery and MedSource Technologies, LLC.	12/31/04	No	$98,694.84
MedSource Technologies Newton, Inc.	3300-3310 Montgomery Drive, Santa Clara, CA, 95054	Lease dated October 28, 1994 by and between Essex Property Partners '87 and Danforth Biomedical, Inc. First Amendment dated March 27, 1997 between San Thomas Partnership and Danforth Medical, Inc. Second Amendment dated November 1, 1999 between San Thomas Partnership and Danforth Medical, Inc. Landlord Estoppel Certificated dated December 19, 2000, notifies San Thomas of merger between Danforth Medical, Inc.'s parent company, ACT, Inc. with MedSource Technologies Newton, Inc.	1/2/05		$173,210.40
National Wire & Stamping, Inc.	Yale-Tejon Industrial Park, 2801 South Vallejo Street, Englewood, CO, 80110	Business Lease dated March 5, 1999 between Neidecker Limited Partnership and National Wire & Stamping, Inc.	4/17/13	One 10-year term	$141,871.04

MedSource Technologies Newton, Inc.
150-154 California Street, Newton, MA, 02458
Lease dated July 31, 1996 between KF Realty Associates Limited Partnership and ACT Medical, Inc.

First Amendment to Lease dated February 25, 1997 by and between KF Realty Associates Limited Partnership and ACT Medical, Inc.

Second Amendment to Lease dated April 27, 1998 by and between KF Realty Associates Limited Partnership and ACT Medical, Inc.

Assignment and Assumption Agreement dated December 28, 2000 by and between ACT Medical, Inc. and ACT Acquisition Corp.

Landlord Lien Waiver Agreement dated April 2, 2002, notifies Landlord of merger in which MedSource Technologies, Inc. becomes the successor-in-interest to ACT Medical, Inc.
2/28/05
One 2-year term
$595,937.98

The MicroSpring Company, LLC	77 Accord Park Drive, Norwell, MA, 02061	Lease dated October 4, 1996 between Ronald L. Gordon as Trustee of AEP Realty Trust and The Microspring Company, Inc. First Amendment to Lease dated June 13, 1997. Second Amendment to Lease. Assignment and Assumption of Lease between The Microspring Co., Inc. and The Microspring Company, LLC dated March 30, 1999. Lease Guaranty dated March 30, 1999 by MedSource Technologies, Inc. Lease Guaranty dated October 10, 2000 between MedSource Technologies, Inc. and Ronald L. Gordon as Trustee of AEP Realty Trust.	7/31/08	No	$325,675
Kelco Acquisition, LLC	6320 Zane Avenue North, Brooklyn Park, MN 55429	Lease dated March 30, 1999 between Paul D. Kelly and Kelco Acquisition LLC.	2/28/09	Three 5-year terms	$30,000
MedSource Technologies, Inc.	6400-6420 Zane Avenue North, Brooklyn Park, MN 55429	Office/ Tech Lease dated March 30, 1999 between Paul D. Kelly and Kelco Acquisition LLC Amended and Restated Lease dated May 1, 2003 by and between Hillcrest Development, LLP and Peggy Kingston, LLC and MedSource Technologies, Inc.	3/31/14	Two 5-year terms	$429,926
MedSource Technologies, LLC	6500 Zane Avenue North, Brooklyn Park, MN 55429	Office/Warehouse Lease dated December 20, 2001 by and between Zane Business Center LLC and MedSource Technologies LLC. Lease Amendment Agreement No. 1 dated March 4, 2002 by and between Zane Business Center, L.L.C. and MedSource Technologies LLC.	12/31/06	One 5-year term	$130,529

MedSource Technologies, LLC	110 Cheshire Lane, Suite100, Carlson Center East, Minnetonka, MN 55305	Office Lease dated May 14, 1998 between Carlson Real Estate Company and MedSource Technologies, LLC. First Amendment to Lease dated August 23, 1999 between Carlson Real Estate Company and MedSource Technologies, LLC. Second Amendment to Lease dated July 17, 2001 between Carlson Real Estate Company and MedSource Technologies, LLC. Lease Guaranty Agreement dated May 14, 1999 by MedSource Technologies Inc., for the benefit of Carlson Real Estate Company	7/31/07	Two 4-year term	$115,332.84
Portlyn, LLC	45 Lexington Drive, Laconia, NH 03246	Lease Agreement dated November 5, 1999 between Lexington Laconia LLC and Portlyn LLC. First Amendment to Lease Agreement dated June 15, 2000 by and between Lexington Laconia, LLC and Portlyn LLC. Second Amendment to Lease Agreement dated October 15, 2002 by and between Lexington Laconia, LLC and Portlyn, LLC. Third Amendment to Lease Agreement dated February, 2003 by and between Lexington Laconia, LLC and Portlyn, LLC.	6/30/18	Two 5-year terms	$500,835.24
Hayden Precision Industries, LLC	3886 California Road, Orchard Park, NY 14121	Lease Agreement dated April 22, 1996 between Hayden Precision Industries LLC and Windom Development Co.	4/30/05	One 3-year term	$37,620

Hayden Precision Industries, LLC
3902 California Road, Orchard Park, NY 14121
Lease dated May 1, 1990 between Erie County Industrial Development Agency and William H. and Nancy A. Heywood.

First Amendment to Lease Agreement dated April 1, 1994 by and between Erie County Industrial Development Agency and William H. Heywood and Nancy A. Heywood.

Second Amendment to Lease Agreement dated September 1, 1998 between Erie County Industrial Development Agency and William H. Heywood and Nancy A. Heywood.

Sublease Agreement dated May 1, 1990 between William H. and Nancy A. Heywood and W. N. Rushwood, Inc.

First Amendment to Sublease Agreement dated April 1, 1994 between William H. Heywood and Nancy A. Heywood and W. N. Rushwood, Inc.

Second Amendment to Sublease Agreement dated September 1, 1998 between William H. Heywood and Nancy A. Heywood and W. N. Rushwood, Inc.

Memorandum of Sub-Sublease dated March 30, 1999 by and between W.N. Rushwood, Inc. and Hayden Precision Industries, LLC and W&N Properties LLC.

Sub-Sublease Agreement dated March 30, 1999 by and among W. N. Rushwood, Inc., Hayden Precision Industries, LLC and W&N Properties, LLC.
3/31/09
One 5-year term
$420,000

MedSource Technologies, Inc.	Eje Num. 1 and Eje A, Parque Industrial de Navojoa, Navajoa, Sonora, Mexico	Memorandum of Agreement dated October 11, 2001 between Mo-Mex Corporation and MedSource Technologies, Inc.	10/10/06	One 12-month term
Thermat Acquisition Corp.	380 Sciota Street, Corry, PA 16407	Agreement of Lease dated May 15, 2000 by and between The Redevelopment Authority in the City of Corry and Thermat Acquisition Corp. Addendum to Lease effective October 1, 2002 between The Redevelopment Authority in the City of Corry and Thermat Acquisition Corp.	12/31/05	One 10-year term	$241,319.60

(iii)

all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) of Real Estate Assets under which any Credit Party is the landlord, including the expiration date, unexercised renewal options and annual rental payments thereunder.

Grantor	Address	Lease, Sublease or Assignment	Expiration Date	Unexercised Renewal Options	Annual Base Rent Rental Payments
Medical Device Manufacturing, Inc.	200 S. Yorkshire Street, Salem, VA 24153	Sublease dated January 11, 2000 between Medical Device Manufacturing, Inc. and Noble-Met, Ltd. for premises located at 200 S. Yorkshire Street, Salem, VA.	1/9/06	Two 3-year terms	$324,996 (adjusted annually by formula which takes CPI into account)
MedSource Technologies Newton, Inc.	3300-3310 Montgomery Drive,	Santa Clara, CA, 95054 Sublease dated April 10, 2003 by and between MedSource Technologies Newton, Inc. and Produxx, Inc.	1/2/05	No	$197,092.68
The MicroSpring Company, LLC	77 Accord Park Drive, Norwell, MA, 02061	Agreement for Exclusive Right to Sublease dated March 12, 2001 between Peter Elliot LLC and MedSource Technologies, Inc. Sublease Agreement dated June 5, 2001 between MicroSpring Company, LLC and Interactive Digital Systems, Inc. Consent to Sublease dated June 8, 2001 by and among Ronald L. Gordon as Trustee of AEP Realty Trust, the Microspring Company, LLC and Interactive Digital Systems, Inc.	7/31/08	No	$325,675

SCHEDULE 4.14

Environmental

        In July 1988, UTI Corporation Pennsylvania ("UTI PA") received an Administrative Consent Order from the United States Environmental Protection Agency ("EPA") that required UTI PA to test and study the groundwater and soil beneath and around its plant in Collegeville, Pennsylvania, and to provide the EPA with a proposal to remediate this groundwater and soil. In 1991, UTI PA completed its testing and submitted a corrective measures study ("CMS") to the EPA. The EPA reviewed the CMS and had recommended specific measures and UTI PA had agreed to these to remediate the groundwater and soil. Between 1991 and 1995, UTI PA negotiated with the EPA for a final CMS. In 1995 and subsequently in 2000, UTI PA submitted a Final Design Submission ("FDS") for EPA approval. The FDS filed in 2000 received EPA approval in 2001.

SCHEDULE 4.16

Material Contracts

        Star Guide Phantom Stock Plan adopted January 1, 2000.

        MDMI Holdings, Inc. 2000 Employee Phantom Stock Plan. (undated).

        Anti-Dilution Agreement by and among MDMI Holdings, Inc. and the Parties named therein, dated May 31, 2000.

        Third Amended & Restated Registration Rights Agreement dated as of June 30, 2004, by and among UTI Corporation, KRG/CMS L.P., DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P., and the other Holders listed on Schedule I thereto.

        Shareholders' Agreement, by and among Medical Device Manufacturing, Inc., KRG Capital Partners, LLC, Eric Pollock, Helene Pollock, the Helene Pollock Irrevocable Spousal Trust No. 1, the Helene Pollock Irrevocable Spousal Trust No. 2, George Archambault, Patricia Harrison, Donald Bothner, First Analysis Corporation and its affiliated investment funds, Infrastructure and Environmental Private Equity Fund III, L.P. and Environmental and Information Technology Private Fund III, CMC Companies and any affiliated investment fund to which it may assign all or part of its interest in the Company, and such other investors as may from time to time become a party, dated as of July 6, 1999, as amended.

        Stock Purchase Agreement by and among UTI Corporation, Medical Device Manufacturing and CISA, Ltd., Giancarlo Gagliardoni and Cesare Gagliardoni, dated February 28, 2003.

        The Merger Agreement, the Senior Subordinated Note Documents and the Equity Financing Documents, each as defined in the Credit Agreement.

SCHEDULE 4.20

Certain ERISA Matters

•

The UTITEC Pension Plan has an accumulated funding deficiency of $152,789.00.



•

The termination of the Uniform Tubes Pension Plan in 2001 was a PBGC reportable event and, therefore, an ERISA Event.



•

UTI provides the following retiree benefits:



•

retirees between the ages of 62 and 65 may continue to participate in the health and welfare plan at employee rates;



•

coverage is discontinued at age 65. Currently, there are 10 such participants;



•

after age 65, retirees may continue to participate at their own cost. Currently, there are 8 such participants; and



•

2 former employees of UTI Corporation (PA) will continue to receive health benefits until age 65 in accordance with the terms of their respective severance agreements.



•

MedSource Technologies, Inc. ("MedSource") is the successor sponsor of the Danforth Biomedical, Inc. 401(k) Plan ("Danforth Plan"). During 2000 and 2001, distributions were made from the Danforth Plan to three participants at a time when the circumstances under which the law and the Danforth Plan document permitted distribution to participants had not been met. This resulted in an "operational failure" with respect to the Danforth Plan. Following MedSource's acquisition of the Danforth Plan, MedSource demanded return of the distributed amounts from the three participants, two of which responded and returned the distributed amounts. Despite repeated efforts to get the third participant to return the distributed funds, the funds were never returned, and in fact were lost in investments by the third participant.



•

Since the distributions for two participants were returned, MedSource believes correction of the operational failures with respect to those two participants has been achieved and no further corrective measures are necessary. Furthermore, since MedSource made reasonable efforts to recover the distributed funds from the third participant, and since recovery is now impossible, MedSource believes that correction of the operational failure with respect to the third participant has been reasonably attempted, and that no further corrective measures are necessary or even possible. In any event, in March 2004, MedSource filed a correction application with the Internal Revenue Service ("IRS") under the IRS' correction program documenting the operational failures and MedSource's attempt to correct the failures. Response from the IRS will take some time.

Schedule 5.15(a)

Post-Closing Leasehold Properties

1.

169 Callender Road, Watertown, Litchfield County, CT

2.

2022 - 2066 W. 11th St., Upland, San Bernardino County, CA

3.

5000 Independence St., Arvada, Jefferson County, CO

4.

3902 California Road, Orchard Park, Erie County, NY

5.

45 Lexington Drive, Laconia, Belknap County, NH

6.

2801 S. Vallejo Street, Englewood, Arapahoe County, CO

7.

6400-6420 Zane Avenue North, Brooklyn Park, Hennepin County, MN

8.

200 S. Yorkshire St., Salem, Roanoke County, VA

9.

380 Sciota Street, Corry, Erie County, Pennsylvania

10.

129 Bond Street (13024 North Main Street), Trenton, Dade County, GA

Schedule 5.15(b)

Collateral Access Properties

1.

31-C Butterfield Circle, El Paso, El Paso County, TX

2.

723 Chaddick Dr., Wheeling, Cook County, IL

3.

77 Accord Drive, Norwell, Plymouth County, MA

4.

150-154 California Street, Newton, Middlesex County, MA

5.

6500 Zane Avenue, Brooklyn Park, Hennepin County, MN

SCHEDULE 6.1

Certain Indebtedness

•

Capital lease with NMHG Financial Services of $57,715 original amount, expiring in December, 2005



•

Capital lease with De Lage Landen of $12,100.17 original amount, expiring in April, 2005



•

Capital lease with De Lage Landen of $11,012.34 original amount, expiring in June, 2006



•

Capital lease with NMHG Financial Services of $15,188.67 original amount, expiring in July, 2005

SCHEDULE 6.2

Certain Liens

SECURED PARTY	DEBTOR	JURISDICTION	FILING NUMBER	DATE	COLLATERAL
Technology Development & Education Corporation	Cycam, Inc.	PA Department of State	36620415	9/6/02	Mazak FJV 200R Maztroll 640 CNC Vertical Machining Center with chip and coolant enclosures; complete coolant system; standard work light and air blast system on spindle and all tools, accessories, accessions, computer hardware and software, computer programs, manuals attached to or used in connection therewith and bearing Serial Nos. 145248, 145249 and 145153 and the products and proceeds of the foregoing including but not limited to insurance and litigation proceeds
Fleet Precious Metals Inc.	Noble-Met, Ltd.	VA State Corporation Commission	981005 7351 C: 030715 7307-8	10/5/98 7/15/03	Gold and/or platinum and inventory consisting to any extent of gold and/or platinum which may be consigned by Fleet Precious Metals Inc., as Consignor, to Noble-Met, Ltd., as Consignee   Financing Statement filed as memorandum of consignment transaction
Heartland Business Credit	Spectrum Manufacturing, Inc.	NV SOS	2003004800-8	2/19/03	Telrad Digital 128 & Emagen Voicemail to include various equipment identified in financing statement included with base Equipment/Lease No. 10407.001
Arthur Machinery, Inc.	Spectrum Manufacturing, Inc.	NV SOS	2003031116-0	11/21/03	Three Genius 120 Magazine Bar Feeds. Additional options: 8mm/11mm/14mm guide channels, 3 Bar Stock Collets t.b.d., Relocation of 1 existing Genius 120 Bar Feed
Merrill Lynch Business Financial Services, Inc.	Venusa, Ltd.	NY SOS TX SOS	200306271248253 (filing in lieu) 98-045174 C: 03-00118243	6/27/03 3/9/98 12/23/02	15 KW in-line RF welding-printing-indexer system, thermal cutting press, automatic power control, spare cavities for indexer die, automatic turntable with two 6KW RP sealers, tooling for above system, spare tooling
The CIT Group/Equipment Financing, Inc. (assignee of Fleetwood Financial Corp.)	Venusa, Ltd.	TX SOS	94-00244572 C: 99-00719465	12/20/94 7/22/99	Specific equipment subject to Master Lease No. 2959
Yale Financial Services, Inc.	Venusa, Ltd.	TX SOS	95-00158559 C: 00-00795639	8/14/95 4/19/00	2 New Yale Forklifts ERP035T with Battery & Charter; and all accessions, additions, replacements and substitutions thereto and therefore and all proceeds, including insurance proceeds, thereof

C Leasing Company Norwest Bank (added as secured party)	Venusa, Ltd.	TX SOS	97-117382 A: 99-734545 C: 02-00311192	6/17/97 8/26/99 5/22/02	H100 Autobager, P100 Imprinter; Productivity Package
Dell Financial Services, L.P.	Venusa, Ltd.	TX SOS	99-207743	10/14/99	All computer equipment and peripherals leased to Lessee by Lessor under Equipment Lease #003391537-004 dated 10/5/99
Dell Financial Services, L.P.	Venusa, Ltd.	TX SOS	00-506208	5/24/00	All computer equipment and peripherals leased to Lessee by Lessor under Equipment Lease #003391537-007 dated 5/16/00
C Leasing Company	Venusa, Ltd.	TX SOS	00-518543	6/13/00	6.5 KW RF generator sealers, turntable with six workstations, set of tooling for turntable, closed circuit temp. control unit    Filed for notice of lease purposes
Dell Financial	Venusa, Ltd.	TX SOS	00-599363	10/5/00	All computer equipment and peripherals leased to Lessee by Lessor Services, L.P. under Equipment Lease #003391537-008 dated 9/27/00
Dell Financial Services, L.P.	Venusa, Ltd.	TX SOS	01-017185	1/25/01	All computer equipment and peripherals leased to Lessee by Lessor under Equipment Lease #003391537-009 dated 1/18/01
NMHG Financial Services, Inc.	Venusa, Ltd.	TX SOS	01-040077	3/6/01	All equipment leased by lessor to lessee, and all accessions, additions, replacements and substitutions thereto and therefore and all proceeds, including insurance proceeds, thereof.
Dell Financial Services, L.P.	Venusa, Ltd.	TX SOS	01-048755	3/14/01	All computer equipment and peripherals leased to Lessee by Lessor under Equipment Lease #003391537-011 dated 3/7/01
CitiCorp Vendor Finance, Inc.	Spectrum Manufacturing, Inc.	IL SOS	4672410	1/28/02	Swiss type automatic lathe
Arthur Machinery, Inc.	Spectrum Manufacturing, Inc.	IL SOS	7804709	11/10/03	Haas mini lathe
Yale Financial Services, Inc.	Tenax Corporation	CT SOS	0001734484 C-0002075885	11/25/96 6/14/01	BT Reflex Reach Truck with battery and charger, all accessions, additions, replacements and substitutions including all proceeds (including insurance proceeds)   Filing for notification purposes only—true lease
Sunnen Products Company	MedSource Technologies	MN SOS	2279888	12/5/00	I MBB-1660D Honing Machine #95409.

Intech Funding Corp.
MedSource Technologies, Inc.
MN SOS
2338049
A-2346004
6/1/01
6/27/01
Two Fryer Machining Centers with all standard equipment including any additions, attachments, accessions and accessories, substitutions, replacements and upgrades, and all proceeds

SCHEDULE 6.7

Certain Investments

•

MedSource Technologies, Inc. owns a Class C minority interest in Seedling Enterprises, LLC. Such interest is uncertificated.

SCHEDULE 6.9

Certain Dispositions

•

UTI Corporation (Pennsylvania) plans to sell all or substantially all of the assets of its wholly owned subsidiary UTISFM Feinmechanik GmbH, a German limited liability company.

EXHIBIT H TO
CREDIT AND GUARANTY AGREEMENT

PLEDGE AND SECURITY AGREEMENT

dated as of June 30, 2004

between

EACH OF THE GRANTORS PARTY HERETO

and

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Collateral Agent

TABLE OF CONTENTS

			Page
SECTION 1. DEFINITIONS; GRANT OF SECURITY.			1
	1.1	General Definitions	1
	1.2	Definitions; Interpretation	6
SECTION 2. GRANT OF SECURITY.			7
	2.1	Grant of Security	7
	2.2	Certain Limited Exclusions	7
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.			7
	3.1	Security for Obligations	7
	3.2	Continuing Liability Under Collateral	8
SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.			8
	4.1	Generally.	8
	4.2	Equipment and Inventory	10
	4.3	Receivables	11
	4.4	Investment Related Property	13
	4.5	Letter of Credit Rights	17
	4.6	Intellectual Property.	18
	4.7	Commercial Tort Claims	20
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.			20
	5.1	Further Assurances	20
	5.2	Additional Grantors	21
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.			21
	6.1	Power of Attorney	21
	6.2	No Duty on the Part of Collateral Agent or Secured Parties	22
SECTION 7. REMEDIES.			22
	7.1	Generally.	22
	7.2	Application of Proceeds	23
	7.3	Sales on Credit	24
	7.4	Deposit Accounts.	24
	7.5	Investment Related Property.	24
	7.6	Intellectual Property.	24
	7.7	Cash Proceeds	26
SECTION 8. COLLATERAL AGENT.			26
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.			26
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.			27
SECTION 11. MISCELLANEOUS.			27

i

Schedule 1	General Information
Schedule 2	Location of Equipment and Inventory
Schedule 3	Investment Related Property
Schedule 4	Description of Letters of Credit
Schedule 5	Intellectual Property and Exceptions
Schedule 6	Commercial Tort Claims
Exhibit A	Pledge Supplement

ii

        This PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time this "Agreement"), is between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a "Grantor" and collectively, "Grantors"), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, "Collateral Agent").

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION and the other Guarantors party thereto, the lenders party thereto from time to time (the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, and the other agents party thereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements with one or more Lender Counterparties;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively, each Grantor has agreed to secure such Grantor's obligations under the Credit Documents and the Hedge Agreements as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and Collateral Agent agree as follows:

SECTION 1.    DEFINITIONS; GRANT OF SECURITY.

1.1    General Definitions.    In this Agreement, the following terms shall have the following meanings:

        "Account Debtor" shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

        "Accounts" shall mean all "accounts" as defined in Article 9 of the UCC.

        "Additional Grantors" shall have the meaning assigned in Section 5.2.

        "Agreement" shall have the meaning set forth in the preamble.

        "Assigned Agreements" shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, as each such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

        "Cash Proceeds" shall have the meaning assigned in Section 7.7.

        "Chattel Paper" shall mean all "chattel paper" as defined in Article 9 of the UCC, including, without limitation, "electronic chattel paper" or "tangible chattel paper", as each term is defined in Article 9 of the UCC.

        "Collateral" shall have the meaning assigned in Section 2.1.

        "Collateral Agent" shall have the meaning set forth in the preamble.

        "Collateral Records" shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and

1

related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

        "Collateral Support" shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

        "Commercial Tort Claims" shall mean all "commercial tort claims" as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 6 (as such schedule may be amended or supplemented from time to time).

        "Commodities Accounts" (i) shall mean all "commodity accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Commodities Accounts" (as such schedule may be amended or supplemented from time to time).

        "Company" shall have the meaning set forth in the preamble.

        "Concentration Account" means an Investment Account that in the ordinary course of business is not a zero-balance, controlled disbursement, lock box or similar account, and into which funds from other Investment Accounts are transferred for the principal purpose of consolidating funds from such other Investment Accounts from time to time in the ordinary course of business, whether by direct cash deposit, wire transfer, automated-clearing-house debit, or otherwise.

        "Control Agreement" means, with respect to any Investment Related Property that is a "Deposit Account," an agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which Collateral Agent has "control" (within the meaning of Section 9-104 of the UCC) over such Deposit Account, and (ii) with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, an agreement in form in form and substance reasonably satisfactory to Collateral Agent pursuant to which the securities intermediary maintaining such Securities Account or Securities Entitlement has agreed to comply with Collateral Agent's "entitlement orders" without further consent by any applicable Grantor or any other Person.

        "Copyright Licenses" shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Copyrights" shall mean all United States and foreign copyrights, including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

        "Credit Agreement" shall have the meaning set forth in the recitals.

        "Deposit Accounts" (i) shall mean all "deposit accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Deposit Accounts" (as such schedule may be amended or supplemented from time to time).

        "Documents" shall mean all "documents" as defined in Article 9 of the UCC.

2

        "Equipment" shall mean: (i) all "equipment" as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

        "General Intangibles" (i) shall mean all "general intangibles" as defined in Article 9 of the UCC, including "payment intangibles" also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

        "Goods" (i) shall mean all "goods" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

        "Grantors" shall have the meaning set forth in the preamble.

        "Indemnitee" shall mean Collateral Agent and its and its Affiliates' officers, partners, directors, trustees, employees, agents.

        "Instruments" shall mean all "instruments" as defined in Article 9 of the UCC.

        "Insurance" shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

        "Intellectual Property" shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

        "Inventory" shall mean (i) all "inventory" as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor's business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

        "Investment Accounts" shall mean Securities Accounts, Commodities Accounts and Deposit Accounts.

        "Investment Related Property" shall mean: (i) all "investment property" (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, all Pledged Debt, the Investment Accounts and all certificates of deposit.

        "Lender" shall have the meaning set forth in the recitals.

        "Letter of Credit Right" shall mean "letter-of-credit right" as defined in Article 9 of the UCC.

        "Money" shall mean "money" as defined in the UCC.

        "Patent Licenses" shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

3

        "Patents" shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "Permitted Sale" shall mean those sales, transfers, dispositions or assignments permitted by the Credit Agreement.

        "Pledge Supplement" shall mean any supplement to this Agreement in substantially the form of Exhibit A.

        "Pledged Debt" shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 3 under the heading "Pledged Debt" (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

        "Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

        "Pledged LLC Interests" shall mean all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 3 under the heading "Pledged LLC Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

        "Pledged Partnership Interests" shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 3 under the heading "Pledged Partnership Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

        "Pledged Stock" shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 3 under the heading "Pledged Stock" (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

4

        "Pledged Trust Interests" shall mean all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 3 under the heading "Pledged Trust Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

        "Proceeds" shall mean: (i) all "proceeds" as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

        "Receivables" shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of such Grantor's rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

        "Receivables Records" shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of such Grantor or any computer bureau or agent from time to time acting for such Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

        "Record" shall have the meaning specified in Article 9 of the UCC.

        "Secured Obligations" shall have the meaning assigned in Section 3.1.

        "Secured Parties" shall mean the Agents, the Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.

        "Securities" shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

        "Securities Accounts" (i) shall mean all "securities accounts" as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Securities Accounts" (as such schedule may be amended or supplemented from time to time).

5

        "Supporting Obligation" shall mean all "supporting obligations" as defined in Article 9 of the UCC.

        "Trade Secret Licenses" shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Trade Secrets" shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "Trademark Licenses" shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Trademarks" shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

        "United States" shall mean the United States of America.

1.2    Definitions; Interpretation.    All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC. References to "Sections," "Exhibits" and "Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word "include" or "including", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

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SECTION 2.    GRANT OF SECURITY.

2.1    Grant of Security.    Each Grantor hereby grants to Collateral Agent a security interest in and continuing lien on all of such Grantor's right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"):

        (a)   Accounts;

        (b)   Chattel Paper;

        (c)   Documents;

        (d)   General Intangibles;

        (e)   Goods;

        (f)    Instruments;

        (g)   Insurance;

        (h)   Intellectual Property;

        (i)    Investment Related Property;

        (j)    Letter of Credit Rights;

        (k)   Money;

        (l)    Receivables and Receivable Records;

        (m)  Commercial Tort Claims;

        (n)   to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

        (o)   to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2    Certain Limited Exclusions.    Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in clause (i) or (ii) above; or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote.

SECTION 3.    SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1    Security for Obligations.    This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the "Secured Obligations").

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3.2    Continuing Liability Under Collateral.    Notwithstanding anything herein to the contrary, (a) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to Collateral Agent or any Secured Party, (b) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (c) the exercise by Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4.    REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1    Generally.

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

          (i)  it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will continue to own or have such rights in each item of the Collateral (other than any Collateral sold, transferred, disposed or assigned in connection with a Permitted Sale), in each case free and clear of any and all Liens, rights or claims of all other Persons, other than Permitted Liens;

         (ii)  it has indicated on Schedule 1 (as such schedule may be amended or supplemented from time to time) or, in the case of any changes following the Closing Date, as otherwise notified to Collateral Agent in accordance with Section 5.1(j) of the Credit Agreement: (w) the type of organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification number and (z) the jurisdiction where its chief executive office or sole place of business is, and for the one-year period preceding the date hereof has been, located;

        (iii)  the full legal name of such Grantor is as set forth on Schedule 1 and it has not done in the five years preceding the Closing Date, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names set forth on Schedule 1 (as such schedule may be amended or supplemented from time to time);

        (iv)  except as provided on Schedule 1, as of the Closing Date, it has not changed its name, jurisdiction of organization, chief executive office or sole place of business or (except pursuant to the Acquisition) corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the five years preceding the Closing Date;

         (v)  upon the filing of all UCC financing statements naming each Grantor as "debtor" and Collateral Agent as "secured party" and describing the Collateral in the filing offices set forth opposite such Grantor's name on Schedule 1 hereof (as such schedule may be amended or supplemented from time to time) and upon execution of a control agreement with respect to any Deposit Account, and, to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights

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in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to Collateral Agent hereunder constitute valid and (except as otherwise permitted herein or in the Credit Agreement) perfected first priority Liens (subject in the case of priority only to Permitted Liens) on all of the Collateral;

        (vi)  to the extent required by this Agreement, all actions and consents, including all filings, notices, registrations and recordings necessary or desirable for the exercise by Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral, have been made or obtained;

       (vii)  other than the financing statements filed in favor of Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for: (x) financing statements for which proper termination statements have been delivered to Collateral Agent for filing, (y) financing statements in respect of which all Liens to which such financing statement relates have previously been discharged, and (z) financing statements filed in connection with Permitted Liens;

      (viii)  no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (y) the pledge or grant by any Grantor of the Liens purported to be created in favor of Collateral Agent hereunder or (z) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral, except (A) for the filings contemplated by clause (v) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

        (ix)  none of the Collateral constitutes, or is the Proceeds of, "farm products" (as defined in the UCC);

         (x)  it does not own any "as extracted collateral" (as defined in the UCC) or any timber to be cut; and

        (xi)  as of the Closing Date, such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor's name on Schedule 1 solely under the laws of the jurisdiction as set forth opposite such Grantor's name on Schedule 1 and remains duly existing as such. Except as otherwise notified to Collateral Agent in accordance with Section 5.1(j) of the Credit Agreement, such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

          (i)  except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral (except Permitted Liens), and such Grantor shall use commercially reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein;

         (ii)  it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

        (iii)  except on or prior to the Closing Date pursuant to the Acquisition, it shall not change such Grantor's name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business, type of organization or jurisdiction of organization or establish any trade names unless it shall have complied with the requirements of Section 5.1(j) of the Credit Agreement or otherwise notified Collateral Agent

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in writing by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 1 hereto, prior to any such change or establishment; and shall have, prior to any such change or establishment, taken all actions necessary or reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby;

        (iv)  upon such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of any event that could reasonably be expected to have a Material Adverse Effect on (x) the value of the Collateral, (y) the ability of any Grantor or Collateral Agent to dispose of the Collateral, or (z) the rights and remedies of Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any material portion thereof; and

         (v)  except for Permitted Sales and Permitted Liens, it shall not take or permit any action which could reasonably be expected to materially impair Collateral Agent's rights in the Collateral.

4.2    Equipment and Inventory

        (a)    Representations and Warranties.    Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

          (i)  as of the Closing Date, all of the Equipment and Inventory included in the Collateral is kept only at the locations specified in Schedule 2 (as such schedule may be amended or supplemented from time to time); and

         (ii)  except for Inventory or Equipment in respect of which the obligations under Section 4.2(b) have been satisfied, none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman.

        (b)    Covenants and Agreements.    Each Grantor covenants and agrees that:

          (i)  it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 2 (as such schedule may be amended or supplemented from time to time) unless it shall have taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby, or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;

         (ii)  it shall keep records of the Inventory that are correct and accurate in all material respects and that are, in any event, in conformity with GAAP;

        (iii)  it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or Collateral Agent;

        (iv)  if any Equipment or Inventory with an aggregate fair market value in excess of $1.0 million is in possession or control of any third party, each Grantor shall notify Collateral Agent and, if requested by Collateral Agent, join with Collateral Agent in notifying the third party of Collateral Agent's security interest and obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of Collateral Agent; and

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         (v)  with respect to any item of Equipment with a fair market value in excess of $100,000 individually or $1.0 million in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of Collateral Agent (not more frequently than once each calendar quarter so long as no Event of Default has occurred and is continuing), (x) provide information with respect to any such Equipment, (y) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (z) deliver to Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

4.3    Receivables.

        (a)    Representations and Warranties.    Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

          (i)  each Receivable (x) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (y) is and will be enforceable in accordance with its terms, and (z) is in compliance in all material respects with all applicable laws;

         (ii)  none of the Account Debtors in respect of any Receivable is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained or any requirement that is not effective under the UCC; and

        (iii)  no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, Collateral Agent to the extent required by and in accordance with Section 4.3(c).

        (b)    Covenants and Agreements:    Each Grantor hereby covenants and agrees that:

          (i)  it shall keep and maintain at its own cost and expense true and complete records of the Receivables, including, but not limited to, records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

         (ii)  if requested by Collateral Agent while an Event of Default is continuing, it shall mark conspicuously, in form and manner reasonably satisfactory to Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that Collateral Agent has a security interest therein;

        (iii)  except as could not reasonably be expected to have a Material Adverse Effect, it shall perform all of its obligations with respect to the Receivables;

        (iv)  it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, while an Event of Default is continuing, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or

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partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;

         (v)  except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable any Supporting Obligation or Collateral Support, in each case, at its own expense and to the extent advisable in its reasonable business judgment, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or advisable. Notwithstanding the foregoing, Collateral Agent shall have the right at any time while an Event of Default is continuing to notify, or require any Grantor to notify, any Account Debtor of Collateral Agent's security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (x) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent; (y) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent; and (z) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account maintained under the sole dominion and control of Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

        (vi)  it shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable to the extent advisable in its reasonable business judgment.

        (c)    Delivery and Control of Receivables.    With respect to any Receivables in excess of $500,000 individually or $1.0 million in the aggregate that are evidenced by, or constitute, Chattel Paper or Instruments, each Grantor shall notify Collateral Agent of such fact and, if requested by Collateral Agent, cause each originally executed copy thereof to be delivered to Collateral Agent (or its agent or designee) appropriately indorsed to Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof, and (ii) with respect to any such Receivables hereafter arising, no later than the next following date on which reports are delivered pursuant to Section 5.1(b) of the Credit Agreement. With respect to any Receivables in excess of $500,000 individually or $1.0 million in the aggregate which would constitute "electronic chattel paper" under Article 9 of the UCC, each Grantor shall notify Collateral Agent of such fact and, if requested by Collateral Agent, shall take all steps necessary to give Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof, and (ii) with respect to any such Receivables hereafter arising, within ten days of such Grantor acquiring rights therein. Any Receivable

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not otherwise required to be delivered or subjected to the control of Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon the reasonable request of Collateral Agent.

4.4    Investment Related Property

4.4.1    Investment Related Property Generally

        (a)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

          (i)  in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to Collateral Agent (in the case of any Investment Related Property subject to the requirements of Section 5.10 of the Credit Agreement, within the time periods set forth therein) a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto, reflecting such new Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3 as required hereby;

         (ii)  except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (y) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (z) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all scheduled payments of principal and interest, in each case to the extent such dividends, distributions and scheduled payments are permitted under the Credit Agreement; and

        (iii)  each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

        (b)    Delivery and Control.

Each Grantor agrees that, except as otherwise permitted herein or in the Credit Agreement, with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to Collateral Agent; provided that (i) Grantors shall not be required to comply with the provisions of this Section 4.4.1(b) with respect to the capital stock of Venusa de Mexico, S.A. de C.V., Star Guide, Ltd or Medis S.A. de C.V. until the date that is 30 days after the Closing Date, (ii) Grantors shall only be required to deliver certificate(s) evidencing 50% of the capital stock of Star Guide, Ltd. (indorsed as required below) until the date that is six months after the Closing Date, and (iii) Grantors shall not be required to deliver evidence of the pledge under German law of 65% of the equity interests in UTISFM Feinmechanik GmbH, a German limited liability company, until the date that is the earlier of (A) the first anniversary of the

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Closing Date and (B) 60 days after a determination by Grantors not to actively pursue the sale of UTISFM Feinmechanik GmbH or substantially all its assets. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which such issuer agrees to comply with Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor.

        (c)    Voting and Distributions.

(i)

So long as no Event of Default shall have occurred and be continuing:



(1)

except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; and



(2)

Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

         (ii)  Upon the occurrence and during the continuation of an Event of Default:

(1)

all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and



(2)

in order to permit Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (y) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies, dividend payment orders and other instruments as Collateral Agent may from time to time reasonably request and (z) each Grantor acknowledges that Collateral Agent may utilize the power of attorney set forth in Section 6.1.

4.4.2    Pledged Equity Interests

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

          (i)  Schedule 3 (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Pledged Stock, "Pledged LLC Interests," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Stock, Pledged LLC

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Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor as of the Closing Date and as of each date that a Pledge Supplement is required to be delivered pursuant to Section 4.4.1(a) and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

         (ii)  except in connection with any Permitted Sale, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens (other than Permitted Liens of a nonconsensual nature that apply to the applicable Grantor's assets generally), rights or claims of other Persons and, except as set forth on Schedule 3, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

        (iii)  none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that are registered as investment companies or are dealt in or traded on securities exchanges or markets; and

        (iv)  as of the Closing Date, except as set forth on Schedule 3, all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests in issuers that have opted to be treated as securities under the uniform commercial code of any jurisdiction.

        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

          (i)  without the prior written consent of Collateral Agent, it shall not vote to enable or take any other action to: (A) other than in connection with a Permitted Sale, permit any issuer of any Pledged Equity Interest to issue to any Person other than a Grantor any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, or (B) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (B), such Grantor shall promptly notify Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish Collateral Agent's "control" thereof;

         (ii)  it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property; and

        (iii)  each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral Agent or its nominee following an Event of Default and to the substitution of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

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4.4.3    Pledged Debt

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that Schedule 3 (as such schedule may be amended or supplemented from time to time) sets forth under the heading "Pledged Debt" all of the Pledged Debt evidenced by Chattel Paper or Instruments owned by any Grantor as of the Closing Date and (other than outstanding intercompany Indebtedness permitted by and incurred in accordance with Section 6.1(b) of the Credit Agreement) as of each date that reports are delivered pursuant to Section 5.1(b) of the Credit Agreement.

        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that it shall notify Collateral Agent of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.

4.4.4    Investment Accounts

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that:

          (i)  Schedule 3 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Securities Accounts" and "Commodities Accounts," respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor, as applicable, is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Collateral Agent pursuant thereto) having "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities or other property credited thereto that remains effective as of or at any time following the Closing Date;

         (ii)  Schedule 3 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Deposit Accounts" all of the Deposit Accounts in which each Grantor has an interest. Each Grantor, as applicable, is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Collateral Agent pursuant thereto) having either sole dominion and control (within the meaning of common law) or "control" (within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein that remains effective as of or at any time following the Closing Date; and

        (iii)  to the extent required under Section 4.4.4(c), each Grantor has taken all actions necessary to: (x) establish Collateral Agent's "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined in the UCC); and (y) establish Collateral Agent's "control" (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts.

        (b)    Covenant and Agreement.    Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that it shall not close or terminate any Investment Account unless a successor or replacement account has been established with respect to which successor or replacement account a control agreement has been entered into by the appropriate Grantor, Collateral Agent and the securities intermediary or depository institution at which such successor or replacement account is to be maintained in accordance with the provisions of Section 4.4.4(c).

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        (c)    Delivery and Control

          (i)  For each Concentration Account set forth on Schedule 3, or that any Grantor at any time opens or maintains, such Grantor shall (A) enter into and maintain a Control Agreement covering such Concentration Account, or (B) close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Collateral Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Investment Accounts or such other Investment Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a daily basis, into one or more Concentration Accounts. Each Grantor further agrees that it shall not maintain any cash or other balances in any Investment Account that is not a Concentration Account except in (A) Investment Accounts the balances of which are swept into one or more Concentration Accounts as provided in clauses (x) and (y) of the immediately preceding sentence or (B) an Investment Account that is subject to a Control Agreement. Each applicable Grantor shall have entered into a Control Agreement with respect to each Concentration Account that exists on the Closing Date, as of or prior to the Closing Date. Notwithstanding the foregoing, in respect of those Investment Accounts set forth on Schedule 3 that are not subject to a Control Agreement as of the Closing Date (other than any Concentration Account that exists on the Closing Date, which shall be subject to the requirements of the immediately preceding sentence), no later than 30 days after the Closing Date (or such later date as consented to by Collateral Agent) such Grantor shall either (i) enter into a Control Agreement covering such Investment Account or (ii) close such Investment Account and transfer the assets held in such Investment Account to an Investment Account that is subject to a Control Agreement.

         (ii)  Upon the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

        (iii)  Collateral Agent agrees that, so long as no Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the access of any Grantor to any funds, money or investments or similar directions in respect of any Investment Account or Investment Related Property.

4.5    Letter of Credit Rights.

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that: (i) all material letters of credit to which such Grantor has rights as of the Closing Date and as of each date that reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement is listed on Schedule 4 (as such schedule may be amended or supplemented from time to time) hereto; and (ii) to the extent required by the Collateral Agent, it has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter of credit to Collateral Agent.

        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that with respect to any material letter of credit hereafter arising it shall, if requested by the Collateral Agent, obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to Collateral Agent and shall deliver to Collateral Agent a completed Pledge Supplement,

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substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 4 hereto.

4.6    Intellectual Property.

        (a)    Representations and Warranties.    Except as disclosed in Schedule 5 (as such schedule may be amended or supplemented from time to time), each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

          (i)  Schedule 5 (as such schedule may be amended or supplemented from time to time) sets forth, as of the Closing Date and as of each date that Schedule 5 is required to be updated pursuant to Section 4.6(b)(vii), a true and complete list of (y) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and (z) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses (other than off-the-shelf software) of such Grantor;

         (ii)  as of the Closing Date and as of each date that Schedule 5 is required to be updated pursuant to Section 4.6(b)(vii), it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 5 (as such schedule may be amended or supplemented from time to time), and owns or has the valid right to use all other Intellectual Property material to the conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except in each case for Permitted Liens and the licenses set forth on Schedule 5 (as such schedule may be amended or supplemented from time to time) or otherwise permitted pursuant to a Permitted Sale;

        (iii)  except as could not reasonably be expected to have a Material Adverse Effect, (x) all Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and (y) each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;

        (iv)  except as could not reasonably be expected to have a Material Adverse Effect, (x) all Intellectual Property is valid and enforceable; and (y) no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor's right to register, or such Grantor's rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to the best of such Grantor's knowledge, threatened;

         (v)  all registrations and applications for Copyrights, Patents and Trademarks material to the conduct of Grantors' business are standing in the name of one or more Grantors, and, except in the ordinary course of business and as permitted under the Credit Agreement, none of the Trademarks, Patents or Copyrights has been licensed by any Grantor to any Affiliate or third party (other than a Grantor), except as disclosed in Schedule 5 (as such schedule may be amended or supplemented from time to time);

        (vi)  except as could not reasonably be expected to have a Material Adverse Effect, (x) the conduct of Grantors' business does not infringe upon or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right owned or controlled by a third party, and (y) no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party;

       (vii)  to the best of each Grantor's knowledge, except as could not reasonably be expected to have a Material Adverse Effect, no third party is infringing upon or otherwise violating any rights in any Intellectual Property owned or used by such Grantor, or any of its respective licensees; and

      (viii)  except for license agreements permitted by the Credit Agreement and Permitted Sales, no Grantor has made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property that has not been terminated or released.

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        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees as follows:

          (i)  except for Permitted Sales, it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of Grantor may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

         (ii)  except for Permitted Sales and except as may otherwise be commercially reasonable, it shall not, with respect to any Trademarks which are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall use commercially reasonable efforts to insure that licensees of such Trademarks use such consistent standards of quality;

        (iii)  it shall, within thirty days of the creation or acquisition of any copyrightable work which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office;

        (iv)  it shall, not later than the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, notify Collateral Agent if it knows or has reason to know that any item of the Intellectual Property that is material to the business of any Grantor may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

         (v)  it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or (with respect to any item of Intellectual Property that is material to the conduct of Grantors' business) any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Intellectual Property including, but not limited to, those items on Schedule 5 (as such schedule may be amended or supplemented from time to time);

        (vi)  in the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all actions appropriate in its reasonable business judgment to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property including, if appropriate, the initiation of a suit for injunctive relief and to recover damages;

       (vii)  it shall, not later than the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, promptly (but in no event more than thirty days after any Grantor obtains knowledge thereof) report to Collateral Agent: (y) the filing of any application to register any Intellectual Property owned by such Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or (with respect to any item of Intellectual Property that is material to the conduct of the Grantors' business) foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (z) the registration of any such Intellectual Property by any such office, in each case by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 5 hereto; and

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      (viii)  it shall, promptly upon the reasonable request of Collateral Agent, execute and deliver to Collateral Agent any document required to acknowledge, confirm, register, record, or perfect Collateral Agent's interest in any part of the Intellectual Property, whether now owned or hereafter acquired.

4.7    Commercial Tort Claims

        (a)    Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 6 (as such schedule may be amended or supplemented from time to time), as of the Closing Date and as of each date that Schedule 6 is required to be updated pursuant to Section 4.7(b), sets forth all Commercial Tort Claims of the Grantors in excess of $500,000 individually or $1.0 million in the aggregate.

        (b)    Covenants and Agreements.    Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $500,000 individually or $1.0 million in the aggregate hereafter arising it shall, the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, deliver to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 6 hereto, identifying such new Commercial Tort Claims.

SECTION 5.    FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1    Further Assurances.

        (a)   Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, in each case to the extent required hereunder. Without limiting the generality of the foregoing, each Grantor shall:

          (i)  file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

         (ii)  take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and (with respect to any item of Intellectual Property that is material to the conduct of the Grantors' business) the foreign counterparts on any of the foregoing;

        (iii)  subject to Section 5.6 of the Credit Agreement, at any reasonable time, upon request by Collateral Agent, allow inspection of the Collateral by Collateral Agent or persons designated by Collateral Agent; and

        (iv)  at Collateral Agent's request, appear in and defend any action or proceeding that may affect such Grantor's title to or Collateral Agent's security interest in all or any part of the Collateral.

        (b)   Each Grantor hereby authorizes Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Collateral Agent herein. Such

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financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Collateral Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Each Grantor shall furnish to Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Collateral Agent may reasonably request, all in reasonable detail.

        (c)   Each Grantor hereby authorizes Collateral Agent to modify this Agreement after obtaining such Grantor's approval of or signature to such modification by amending Schedule 5 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

5.2    Additional Grantors.    From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an "Additional Grantor") by executing a Counterpart Agreement. Upon delivery of any such Counterpart Agreement to Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6.    COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

6.1    Power of Attorney.    Each Grantor hereby irrevocably appoints Collateral Agent (such appointment being coupled with an interest) as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Collateral Agent or otherwise, from time to time in Collateral Agent's discretion to take any action and to execute any instrument that Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

        (a)   upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to the Credit Agreement;

        (b)   upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

        (c)   upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

        (d)   upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Collateral Agent with respect to any of the Collateral;

        (e)   to prepare and file any UCC financing statements against such Grantor as debtor;

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        (f)    to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

        (g)   to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any such payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, due and payable immediately without demand; and

        (h)   upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and such Grantor's expense, at any time or from time to time, all acts and things that Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

6.2    No Duty on the Part of Collateral Agent or Secured Parties.    The powers conferred on Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon Collateral Agent or any Secured Party to exercise any such powers. Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction.

SECTION 7.    REMEDIES.

7.1    Generally.

        (a)   If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

          (i)  require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties;

         (ii)  enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

        (iii)  prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate; and

        (iv)  without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or

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elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable.

        (b)   Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Collateral Agent, that Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of Collateral Agent hereunder.

        (c)   Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

        (d)   Collateral Agent shall have no obligation to marshal any of the Collateral.

7.2    Application of Proceeds.    Except as expressly provided elsewhere in this Agreement, all proceeds received by Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral

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Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder (in its capacity as Collateral Agent and not as a Lender) and all advances made by Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the payment of all costs, expenses, indemnification claims and other amounts owing to Administrative Agent under the Credit Documents; third, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

7.3    Sales on Credit.    If Collateral Agent sells any of the Collateral upon credit, Grantors will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

7.4    Deposit Accounts.

        If any Event of Default shall have occurred and be continuing, Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Collateral Agent.

7.5    Investment Related Property.

        Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

7.6    Intellectual Property.

        (a)   Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

          (i)  Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, Collateral Agent or otherwise, in Collateral Agent's sole discretion, to enforce any of such Grantor's rights in

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and to any Intellectual Property, in which event such Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor's rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any such action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement or violation;

         (ii)  upon written demand from Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to Collateral Agent an absolute assignment of all of such Grantor's right, title and interest in and to the Intellectual Property and shall execute and deliver to Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

        (iii)  each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

        (iv)  Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

         (v)  all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.7 hereof; and

        (vi)  such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

        (b)   If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor's sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by Collateral Agent; provided, after giving effect to such reassignment, Collateral Agent's security interest granted pursuant hereto, as well as all other rights and remedies of Collateral Agent granted hereunder, shall continue to be in full force and

25

effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of Collateral Agent and the Secured Parties.

        (c)   Solely for the purpose of enabling Collateral Agent to exercise rights and remedies under this Section 7 and at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.

7.7    Cash Proceeds.    In addition to the rights of Collateral Agent specified in Section 4.3 with respect to payments of Receivables, upon the occurrence and during the continuance of an Event of Default, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, "Cash Proceeds") shall be held by such Grantor in trust for Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii) , be turned over to Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Collateral Agent, if required) and held by Collateral Agent. Any Cash Proceeds received by Collateral Agent (whether from a Grantor or otherwise): (a) if no Event of Default shall have occurred and be continuing, shall be paid over to Company unless otherwise provided in the Credit Agreement, and (b) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of Collateral Agent, (i) be held by Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (ii) then or at any time thereafter may be applied by Collateral Agent against the Secured Obligations then due and owing.

SECTION 8.    COLLATERAL AGENT.

        Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section.

SECTION 9.    CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

        This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the termination of the Commitments and the cancellation, expiration or collateralization in a manner reasonably satisfactory to Collateral Agent of all outstanding Letters of Credit, the security interest granted hereby

26

shall terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination Collateral Agent shall, at Grantors' expense, execute and deliver to Grantors such documents as Grantors shall reasonably request to evidence such termination.

SECTION 10.    STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

        The powers conferred on Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property. Neither Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 11.    MISCELLANEOUS.

        Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between Grantors and Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

27

IN WITNESS WHEREOF, each Grantor and Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation
By:
	Name: Title:
UTI CORPORATION, a Maryland corporation
By:
	Name: Title:

AMERICAN TECHNICAL MOLDING, INC., a California corporation BRIMFIELD ACQUISITION CORP., a Delaware corporation BRIMFIELD PRECISION, LLC, a Delaware limited liability company CYCAM, INC., a Pennsylvania corporation ELX, INC., a Pennsylvania corporation G&D, INC., a Colorado corporation HAYDEN PRECISION INDUSTRIES, LLC, a Delaware limited liability company KELCO ACQUISITION, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES NEWTON, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES PITTSBURGH, INC., a Delaware corporation MEDSOURCE TRENTON, INC., a Delaware corporation MICRO-GUIDE, INC., a California corporation THE MICROSPRING COMPANY, LLC, a Delaware limited liability company NATIONAL WIRE & STAMPING, INC., a Colorado corporation NOBLE-MET, LTD., a Virginia corporation PORTLYN, LLC, a Delaware limited liability company SPECTRUM MANUFACTURING, INC., a Nevada corporation TENAX, LLC, a Delaware limited liability company TEXCEL, INC., a Massachusetts corporation THERMAT ACQUISITION CORP., a Delaware corporation
By:
	Name: Title:

UTI CORPORATION, a Pennsylvania corporation UTI HOLDING COMPANY, a Delaware corporation VENUSA, LTD., a New York corporation
By:
	Name: Title:

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Collateral Agent
By:
	Name: Title:
By:
	Name: Title:

Schedule 1
TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A)

Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of each Grantor:

Full Legal
Name
Type of
Organization Jurisdiction of
Organization Chief Executive
Office/Sole Place of
Business Organization I.D.#

(B)

Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the Five Years Preceding the Closing Date:

Full Legal Name
Trade Name or Fictitious Business Name

(C)

Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure within the Five Years Preceding the Closing Date:

Name of Grantor
Date of Change Description of Change

(D)

Financing Statements:

Name of Grantor
Filing Jurisdiction(s)

Schedule 2
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor
Location of Equipment and Inventory

Schedule 3
TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

        Pledged Stock:

Grantor
Stock
Issuer Class of
Stock Certificated
(Y/N) Stock
Certificate
No. Par
Value No. of
Pledged
Stock % of
Outstanding
Stock of the
Stock Issuer

        Pledged LLC Interests Not Elected to be Treated as Securities:

Grantor
Limited Liability
Company Certificated
(Y/N) Certificate No.
(if any) No. of
Pledged
Units % of
Outstanding
LLC
Interests of
the Limited
Liability
Company

        Pledged LLC Interests Elected to be Treated as Securities:

Grantor
Limited Liability
Company Certificated
(Y/N) Certificate No.
(if any) No. of
Pledged
Units % of
Outstanding
LLC
Interests of
the Limited
Liability
Company

        Pledged Partnership Interests Not Elected to be Treated as Securities:

Grantor
Partnership Type of
Partnership
Interests (e.g.,
general or
limited) Certificated
(Y/N) Certificate No.
(if any) % of
Outstanding
Partnership
Interests of the
Partnership

        Pledged Partnership Interests Elected to be Treated as Securities:

Grantor
Partnership Type of
Partnership
Interests (e.g.,
general or
limited) Certificated
(Y/N) Certificate No.
(if any) % of
Outstanding
Partnership
Interests of the
Partnership

        Pledged Trust Interests:

Grantor
Trust Class of Trust
Interests Certificated
(Y/N) Certificate No.
(if any) % of
Outstanding
Trust Interests
of the Trust

        Warrants, Options, Shareholder Agreements or Voting Trust Agreements Relating to Pledged Equity Interests:

        Pledged Debt:

Grantor
Issuer Original Principal
Amount Outstanding
Principal Balance Issue Date Maturity
Date

        Securities Account:

Grantor
Share of Securities
Intermediary Account Number Account Name

        Commodities Accounts:

Grantor
Name of Commodities
Intermediary Account Number Account Name

        Deposit Accounts:

Grantor
Name of Depositary Bank Account Number Account Name

Schedule 4
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor
Description of Letters of Credit

Schedule 5
TO PLEDGE AND SECURITY AGREEMENT

INTELLECTUAL PROPERTY

(A)

Copyrights



(B)

Copyright Licenses



(C)

Patents



(D)

Patent Licenses



(E)

Trademarks



(F)

Trademark Licenses



(G)

Trade Secret Licenses



(H)

Intellectual Property Exceptions

Schedule 6
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor
Commercial Tort Claims

Exhibit A
TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

        This PLEDGE SUPPLEMENT, dated as of [mm/dd/yy], is delivered by [name of grantor] a [name of state of organization] [type of organization] ("Grantor") pursuant to the Pledge and Security Agreement, dated as of June 30, 2004 (as it may be from time to time amended, restated, amended and restated, supplemented or otherwise modified, the "Security Agreement"), between MEDICAL DEVICE MANUFACTURING,  INC., the other Grantors named therein, and 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.

        Grantor hereby confirms the grant to Collateral Agent set forth in the Security Agreement of, and does hereby grant to Collateral Agent, a security interest in all of Grantor's right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]
By:
	Name: Title:

Exhibit A

Supplement to Schedule 1
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

(A)

Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of each Grantor:

Full Legal Name
Type of Organization Jurisdiction of
Organization Chief Executive
Office/Sole Place of
Business Organization I.D.#

(B)

Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the Five Years Preceding the Closing Date:

Full Legal Name
Trade Name or Fictitious Business Name

(C)

Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure within the Five Years Preceding the Closing Date:

Name of Grantor
Date of Change Description of Change

(D)

Financing Statements:

Name of Grantor
Filing Jurisdiction(s)

Exhibit A

Supplement to Schedule 2
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

Name of Grantor
Location of Equipment and Inventory

Exhibit A

Supplement to Schedule 3
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

        Pledged Stock:

        Pledged Partnership Interests:

        Pledged Partnership Interests Elected to be Treated as Securities:

        Pledged LLC Interests:

        Pledged LLC Interests Elected to be Treated as Securities:

        Pledged Trust Interests:

        Pledged Debt:

        Securities Account:

        Commodities Accounts:

        Deposit Accounts:

Exhibit A

Supplement to Schedule 4
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

Name of Grantor
Description of Letters of Credit

Exhibit A

Supplement to Schedule 5
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

(A)

Copyrights



(B)

Copyright Licenses



(C)

Patents



(D)

Patent Licenses



(E)

Trademarks



(F)

Trademark Licenses



(G)

Trade Secret Licenses



(H)

Intellectual Property Exceptions

Supplement to Schedule 6
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

Name of Grantor
Commercial Tort Claims

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CREDIT AND GUARANTY AGREEMENT

EXHIBIT A-1 TO CREDIT AND GUARANTY AGREEMENT
EXHIBIT A-2 TO CREDIT AND GUARANTY AGREEMENT
EXHIBIT A-3 TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT B-1 TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT B-2 TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT B-3 TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT C TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT G TO CREDIT AND GUARANTY AGREEMENT
Annex 1 to Counterpart Agreement

EXHIBIT H TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT J TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT H TO CREDIT AND GUARANTY AGREEMENT

SECTION 1. DEFINITIONS; GRANT OF SECURITY.
SECTION 2. GRANT OF SECURITY.
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

SECTION 5. FURTHER ASSURANCES; ADDITIONAL GRANTORS.
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
SECTION 7. REMEDIES.
SECTION 8. COLLATERAL AGENT.
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.
SECTION 11. MISCELLANEOUS.

Schedule 1 TO PLEDGE AND SECURITY AGREEMENT
Schedule 2 TO PLEDGE AND SECURITY AGREEMENT
Schedule 3 TO PLEDGE AND SECURITY AGREEMENT
Schedule 4 TO PLEDGE AND SECURITY AGREEMENT
Schedule 5 TO PLEDGE AND SECURITY AGREEMENT
Schedule 6 TO PLEDGE AND SECURITY AGREEMENT

Exhibit A TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 1 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 2 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 3 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 4 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 5 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 6 TO PLEDGE AND SECURITY AGREEMENT

EX-4.6

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Exhibit 4.6

PLEDGE AND SECURITY AGREEMENT
dated as of June 30, 2004

between

EACH OF THE GRANTORS PARTY HERETO

and

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Collateral Agent

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS; GRANT OF SECURITY		1
	1.1    General Definitions	1
	1.2    Definitions; Interpretation	6
SECTION 2. GRANT OF SECURITY		7
	2.1    Grant of Security	7
	2.2    Certain Limited Exclusions	7
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE		7
	3.1    Security for Obligations	7
	3.2    Continuing Liability Under Collateral	8
SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS		8
	4.1    Generally	8
	4.2    Equipment and Inventory	10
	4.3    Receivables	11
	4.4    Investment Related Property	13
	4.5    Letter of Credit Rights	17
	4.6    Intellectual Property	18
	4.7    Commercial Tort Claims	20
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS		20
	5.1    Further Assurances	20
	5.2    Additional Grantors	21
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT		21
	6.1    Power of Attorney	21
	6.2    No Duty on the Part of Collateral Agent or Secured Parties	22
SECTION 7. REMEDIES		23
	7.1    Generally	23
	7.2    Application of Proceeds	24
	7.3    Sales on Credit	24
	7.4    Deposit Accounts	24
	7.5    Investment Related Property	24
	7.6    Intellectual Property	25
	7.7    Cash Proceeds	26
SECTION 8. COLLATERAL AGENT		27
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS		27
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		27
SECTION 11. MISCELLANEOUS		27
Schedule 1    General Information
Schedule 2    Location of Equipment and Inventory
Schedule 3    Investment Related Property
Schedule 4    Description of Letters of Credit
Schedule 5    Intellectual Property and Exceptions
Schedule 6    Commercial Tort Claims
Exhibit A    Pledge Supplement

i

        This PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2004 (as amended, restated, supplemented or otherwise modified from time to time this "Agreement"), is between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a "Grantor" and collectively, "Grantors"), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, "Collateral Agent").

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among MEDICAL DEVICE MANUFACTURING, INC. ("Company"), UTI CORPORATION and the other Guarantors party thereto, the lenders party thereto from time to time (the "Lenders"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, and the other agents party thereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements with one or more Lender Counterparties;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively, each Grantor has agreed to secure such Grantor's obligations under the Credit Documents and the Hedge Agreements as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

1.1    General Definitions.    In this Agreement, the following terms shall have the following meanings:

        "Account Debtor" shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

        "Accounts" shall mean all "accounts" as defined in Article 9 of the UCC.

        "Additional Grantors" shall have the meaning assigned in Section 5.2.

        "Agreement" shall have the meaning set forth in the preamble.

        "Assigned Agreements" shall mean all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, as each such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

        "Cash Proceeds" shall have the meaning assigned in Section 7.7.

        "Chattel Paper" shall mean all "chattel paper" as defined in Article 9 of the UCC, including, without limitation, "electronic chattel paper" or "tangible chattel paper", as each term is defined in Article 9 of the UCC.

        "Collateral" shall have the meaning assigned in Section 2.1.

        "Collateral Agent" shall have the meaning set forth in the preamble.

        "Collateral Records" shall mean books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and

1

related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

        "Collateral Support" shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

        "Commercial Tort Claims" shall mean all "commercial tort claims" as defined in Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule 6 (as such schedule may be amended or supplemented from time to time).

        "Commodities Accounts" (i) shall mean all "commodity accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Commodities Accounts" (as such schedule may be amended or supplemented from time to time).

        "Company" shall have the meaning set forth in the preamble.

        "Concentration Account" means an Investment Account that in the ordinary course of business is not a zero-balance, controlled disbursement, lock box or similar account, and into which funds from other Investment Accounts are transferred for the principal purpose of consolidating funds from such other Investment Accounts from time to time in the ordinary course of business, whether by direct cash deposit, wire transfer, automated-clearing-house debit, or otherwise.

        "Control Agreement" means, with respect to any Investment Related Property that is a "Deposit Account," an agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which Collateral Agent has "control" (within the meaning of Section 9-104 of the UCC) over such Deposit Account, and (ii) with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, an agreement in form in form and substance reasonably satisfactory to Collateral Agent pursuant to which the securities intermediary maintaining such Securities Account or Securities Entitlement has agreed to comply with Collateral Agent's "entitlement orders" without further consent by any applicable Grantor or any other Person.

        "Copyright Licenses" shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Copyrights" shall mean all United States and foreign copyrights, including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

        "Credit Agreement" shall have the meaning set forth in the recitals.

        "Deposit Accounts" (i) shall mean all "deposit accounts" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Deposit Accounts" (as such schedule may be amended or supplemented from time to time).

        "Documents" shall mean all "documents" as defined in Article 9 of the UCC.

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        "Equipment" shall mean: (i) all "equipment" as defined in Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

        "General Intangibles" (i) shall mean all "general intangibles" as defined in Article 9 of the UCC, including "payment intangibles" also as defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all Assigned Agreements and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

        "Goods" (i) shall mean all "goods" as defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

        "Grantors" shall have the meaning set forth in the preamble.

        "Indemnitee" shall mean Collateral Agent and its and its Affiliates' officers, partners, directors, trustees, employees, agents.

        "Instruments" shall mean all "instruments" as defined in Article 9 of the UCC.

        "Insurance" shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

        "Intellectual Property" shall mean, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret Licenses.

        "Inventory" shall mean (i) all "inventory" as defined in Article 9 of the UCC and (ii) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor's business; all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

        "Investment Accounts" shall mean Securities Accounts, Commodities Accounts and Deposit Accounts.

        "Investment Related Property" shall mean: (i) all "investment property" (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, all Pledged Debt, the Investment Accounts and all certificates of deposit.

        "Lender" shall have the meaning set forth in the recitals.

        "Letter of Credit Right" shall mean "letter-of-credit right" as defined in Article 9 of the UCC.

        "Money" shall mean "money" as defined in the UCC.

        "Patent Licenses" shall mean all agreements providing for the granting of any right in or to Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

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        "Patents" shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 5 hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "Permitted Sale" shall mean those sales, transfers, dispositions or assignments permitted by the Credit Agreement.

        "Pledge Supplement" shall mean any supplement to this Agreement in substantially the form of Exhibit A.

        "Pledged Debt" shall mean all Indebtedness owed to such Grantor, including, without limitation, all Indebtedness described on Schedule 3 under the heading "Pledged Debt" (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

        "Pledged Equity Interests" shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

        "Pledged LLC Interests" shall mean all interests in any limited liability company including, without limitation, all limited liability company interests listed on Schedule 3 under the heading "Pledged LLC Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

        "Pledged Partnership Interests" shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 3 under the heading "Pledged Partnership Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

        "Pledged Stock" shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 3 under the heading "Pledged Stock" (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

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        "Pledged Trust Interests" shall mean all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 3 under the heading "Pledged Trust Interests" (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

        "Proceeds" shall mean: (i) all "proceeds" as defined in Article 9 of the UCC, (ii) payments or distributions made with respect to any Investment Related Property and (iii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

        "Receivables" shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of such Grantor's rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

        "Receivables Records" shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of such Grantor or any computer bureau or agent from time to time acting for such Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

        "Record" shall have the meaning specified in Article 9 of the UCC.

        "Secured Obligations" shall have the meaning assigned in Section 3.1.

        "Secured Parties" shall mean the Agents, the Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.

        "Securities" shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

        "Securities Accounts" (i) shall mean all "securities accounts" as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3 under the heading "Securities Accounts" (as such schedule may be amended or supplemented from time to time).

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        "Supporting Obligation" shall mean all "supporting obligations" as defined in Article 9 of the UCC.

        "Trade Secret Licenses" shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Trade Secrets" shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such Trade Secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such Trade Secret, including but not limited to: (i) the right to sue for past, present and future misappropriation or other violation of any Trade Secret, and (ii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "Trademark Licenses" shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time).

        "Trademarks" shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and applications referred to in Schedule 5 (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

        "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

        "United States" shall mean the United States of America.

1.2    Definitions; Interpretation.    All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or, if not defined therein, in the UCC. References to "Sections," "Exhibits" and "Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word "include" or "including", when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

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SECTION 2. GRANT OF SECURITY.

2.1    Grant of Security.    Each Grantor hereby grants to Collateral Agent a security interest in and continuing lien on all of such Grantor's right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (all of which being hereinafter collectively referred to as the "Collateral"):

        (a)   Accounts;

        (b)   Chattel Paper;

        (c)   Documents;

        (d)   General Intangibles;

        (e)   Goods;

        (f)    Instruments;

        (g)   Insurance;

        (h)   Intellectual Property;

        (i)    Investment Related Property;

        (j)    Letter of Credit Rights;

        (k)   Money;

        (l)    Receivables and Receivable Records;

        (m)  Commercial Tort Claims;

        (n)   to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

        (o)   to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2    Certain Limited Exclusions.    Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract, property rights or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in clause (i) or (ii) above; or (b) any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1    Security for Obligations.    This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by

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required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the "Secured Obligations").

3.2    Continuing Liability Under Collateral.    Notwithstanding anything herein to the contrary, (a) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to Collateral Agent or any Secured Party, (b) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (c) the exercise by Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

4.1    Generally.

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

        (i)    it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, will continue to own or have such rights in each item of the Collateral (other than any Collateral sold, transferred, disposed or assigned in connection with a Permitted Sale), in each case free and clear of any and all Liens, rights or claims of all other Persons, other than Permitted Liens;

        (ii)   it has indicated on Schedule 1 (as such schedule may be amended or supplemented from time to time) or, in the case of any changes following the Closing Date, as otherwise notified to Collateral Agent in accordance with Section 5.1(j) of the Credit Agreement: (w) the type of organization of such Grantor, (x) the jurisdiction of organization of such Grantor, (y) its organizational identification number and (z) the jurisdiction where its chief executive office or sole place of business is, and for the one-year period preceding the date hereof has been, located;

        (iii)  the full legal name of such Grantor is as set forth on Schedule 1 and it has not done in the five years preceding the Closing Date, and does not do, business under any other name (including any trade-name or fictitious business name) except for those names set forth on Schedule 1 (as such schedule may be amended or supplemented from time to time);

        (iv)  except as provided on Schedule 1, as of the Closing Date, it has not changed its name, jurisdiction of organization, chief executive office or sole place of business or (except pursuant to the Acquisition) corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the five years preceding the Closing Date;

        (v)   upon the filing of all UCC financing statements naming each Grantor as "debtor" and Collateral Agent as "secured party" and describing the Collateral in the filing offices set

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forth opposite such Grantor's name on Schedule 1 hereof (as such schedule may be amended or supplemented from time to time) and upon execution of a control agreement with respect to any Deposit Account, and, to the extent not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to Collateral Agent hereunder constitute valid and (except as otherwise permitted herein or in the Credit Agreement) perfected first priority Liens (subject in the case of priority only to Permitted Liens) on all of the Collateral;

        (vi)  to the extent required by this Agreement, all actions and consents, including all filings, notices, registrations and recordings necessary or desirable for the exercise by Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of the Collateral, have been made or obtained;

        (vii) other than the financing statements filed in favor of Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for: (x) financing statements for which proper termination statements have been delivered to Collateral Agent for filing, (y) financing statements in respect of which all Liens to which such financing statement relates have previously been discharged, and (z) financing statements filed in connection with Permitted Liens;

        (viii) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (y) the pledge or grant by any Grantor of the Liens purported to be created in favor of Collateral Agent hereunder or (z) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral, except (A) for the filings contemplated by clause (v) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

        (ix)  none of the Collateral constitutes, or is the Proceeds of, "farm products" (as defined in the UCC);

        (x)   it does not own any "as extracted collateral" (as defined in the UCC) or any timber to be cut; and

        (xi)  as of the Closing Date, such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor's name on Schedule 1 solely under the laws of the jurisdiction as set forth opposite such Grantor's name on Schedule 1 and remains duly existing as such. Except as otherwise notified to Collateral Agent in accordance with Section 5.1(j) of the Credit Agreement, such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

        (i)    except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral (except Permitted Liens), and such Grantor shall use commercially reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein;

        (ii)   it shall not produce, use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or in material violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;

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        (iii)  except on or prior to the Closing Date pursuant to the Acquisition, it shall not change such Grantor's name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise) sole place of business, type of organization or jurisdiction of organization or establish any trade names unless it shall have complied with the requirements of Section 5.1(j) of the Credit Agreement or otherwise notified Collateral Agent in writing by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 1 hereto, prior to any such change or establishment; and shall have, prior to any such change or establishment, taken all actions necessary or reasonably requested by Collateral Agent to maintain the continuous validity, perfection and the same or better priority of Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby;

        (iv)  upon such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of any event that could reasonably be expected to have a Material Adverse Effect on (x) the value of the Collateral, (y) the ability of any Grantor or Collateral Agent to dispose of the Collateral, or (z) the rights and remedies of Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any material portion thereof; and

        (v)   except for Permitted Sales and Permitted Liens, it shall not take or permit any action which could reasonably be expected to materially impair Collateral Agent's rights in the Collateral.

4.2    Equipment and Inventory.

        (a)   Representations and Warranties.    Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

        (i)    as of the Closing Date, all of the Equipment and Inventory included in the Collateral is kept only at the locations specified in Schedule 2 (as such schedule may be amended or supplemented from time to time); and

        (ii)   except for Inventory or Equipment in respect of which the obligations under Section 4.2(b) have been satisfied, none of the Inventory or Equipment is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the possession of a bailee or a warehouseman.

        (b)   Covenants and Agreements.    Each Grantor covenants and agrees that:

        (i)    it shall keep the Equipment, Inventory and any Documents evidencing any Equipment and Inventory in the locations specified on Schedule 2 (as such schedule may be amended or supplemented from time to time) unless it shall have taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of Collateral Agent's security interest in the Collateral intended to be granted and agreed to hereby, or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder, with respect to such Equipment and Inventory;

        (ii)   it shall keep records of the Inventory that are correct and accurate in all material respects and that are, in any event, in conformity with GAAP;

        (iii)  it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or Collateral Agent;

        (iv)  if any Equipment or Inventory with an aggregate fair market value in excess of $1.0 million is in possession or control of any third party, each Grantor shall notify Collateral

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Agent and, if requested by Collateral Agent, join with Collateral Agent in notifying the third party of Collateral Agent's security interest and obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of Collateral Agent; and

        (v)   with respect to any item of Equipment with a fair market value in excess of $100,000 individually or $1.0 million in the aggregate which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of Collateral Agent (not more frequently than once each calendar quarter so long as no Event of Default has occurred and is continuing), (x) provide information with respect to any such Equipment, (y) execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, and (z) deliver to Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby.

4.3    Receivables.

        (a)   Representations and Warranties.    Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

        (i)    each Receivable (x) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (y) is and will be enforceable in accordance with its terms, and (z) is in compliance in all material respects with all applicable laws;

        (ii)   none of the Account Debtors in respect of any Receivable is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained or any requirement that is not effective under the UCC; and

        (iii)  no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, Collateral Agent to the extent required by and in accordance with Section 4.3(c).

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

        (i)    it shall keep and maintain at its own cost and expense true and complete records of the Receivables, including, but not limited to, records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

        (ii)   if requested by Collateral Agent while an Event of Default is continuing, it shall mark conspicuously, in form and manner reasonably satisfactory to Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that Collateral Agent has a security interest therein;

        (iii)  except as could not reasonably be expected to have a Material Adverse Effect, it shall perform all of its obligations with respect to the Receivables;

        (iv)  it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect. Other than in the ordinary course of business as generally conducted by it on and prior to the date hereof, and except as otherwise provided in subsection (v) below, while an Event of Default is

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continuing, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon;

        (v)   except as otherwise provided in this subsection, each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable any Supporting Obligation or Collateral Support, in each case, at its own expense and to the extent advisable in its reasonable business judgment, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or advisable. Notwithstanding the foregoing, Collateral Agent shall have the right at any time while an Event of Default is continuing to notify, or require any Grantor to notify, any Account Debtor of Collateral Agent's security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (x) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent; (y) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent; and (z) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account maintained under the sole dominion and control of Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

        (vi)  it shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable to the extent advisable in its reasonable business judgment.

        (c)   Delivery and Control of Receivables.    With respect to any Receivables in excess of $500,000 individually or $1.0 million in the aggregate that are evidenced by, or constitute, Chattel Paper or Instruments, each Grantor shall notify Collateral Agent of such fact and, if requested by Collateral Agent, cause each originally executed copy thereof to be delivered to Collateral Agent (or its agent or designee) appropriately indorsed to Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof, and (ii) with respect to any such Receivables hereafter arising, no later than the next following date on which reports are delivered pursuant to Section 5.1(b) of the Credit Agreement. With respect to any Receivables in excess of $500,000 individually or $1.0 million in the aggregate which would constitute "electronic chattel paper" under Article 9 of the UCC, each Grantor shall notify Collateral Agent of such fact and, if requested by Collateral Agent, shall take all steps necessary to

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give Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof, and (ii) with respect to any such Receivables hereafter arising, within ten days of such Grantor acquiring rights therein. Any Receivable not otherwise required to be delivered or subjected to the control of Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon the reasonable request of Collateral Agent.

4.4    Investment Related Property.

4.4.1 Investment Related Property Generally

        (a)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

        (i)    in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to Collateral Agent (in the case of any Investment Related Property subject to the requirements of Section 5.10 of the Credit Agreement, within the time periods set forth therein) a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto, reflecting such new Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the security interest of Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor's acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 3 as required hereby;

        (ii)   except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (y) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (z) such Grantor shall promptly take all steps, if any, necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all scheduled payments of principal and interest, in each case to the extent such dividends, distributions and scheduled payments are permitted under the Credit Agreement; and

        (iii)  each Grantor consents to the grant by each other Grantor of a Security Interest in all Investment Related Property to Collateral Agent.

        (b)   Delivery and Control.

Each Grantor agrees that, except as otherwise permitted herein or in the Credit Agreement, with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to Collateral Agent; provided that (i) Grantors shall not be required to comply with the provisions of this Section 4.4.1(b) with respect to the capital stock of Venusa de Mexico,

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S.A. de C.V., Star Guide, Ltd or Medis S.A. de C.V. until the date that is 30 days after the Closing Date, (ii) Grantors shall only be required to deliver certificate(s) evidencing 50% of the capital stock of Star Guide, Ltd. (indorsed as required below) until the date that is six months after the Closing Date, and (iii) Grantors shall not be required to deliver evidence of the pledge under German law of 65% of the equity interests in UTISFM Feinmechanik GmbH, a German limited liability company, until the date that is the earlier of (A) the first anniversary of the Closing Date and (B) 60 days after a determination by Grantors not to actively pursue the sale of UTISFM Feinmechanik GmbH or substantially all its assets. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which such issuer agrees to comply with Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor.

        (c)   Voting and Distributions.

        (i)    So long as no Event of Default shall have occurred and be continuing:

        (1)   except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; and

        (2)   Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

        (ii)   Upon the occurrence and during the continuation of an Event of Default:

        (1)   all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

        (2)   in order to permit Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (y) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies, dividend payment orders and other instruments as Collateral Agent may from time to time reasonably request and (z) each Grantor acknowledges that Collateral Agent may utilize the power of attorney set forth in Section 6.1.

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4.4.2 Pledged Equity Interests

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

        (i)    Schedule 3 (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Pledged Stock, "Pledged LLC Interests," "Pledged Partnership Interests" and "Pledged Trust Interests," respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor as of the Closing Date and as of each date that a Pledge Supplement is required to be delivered pursuant to Section 4.4.1(a) and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule;

        (ii)   except in connection with any Permitted Sale, it is the record and beneficial owner of the Pledged Equity Interests free of all Liens (other than Permitted Liens of a nonconsensual nature that apply to the applicable Grantor's assets generally), rights or claims of other Persons and, except as set forth on Schedule 3, there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

        (iii)  none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent interests in issuers that are registered as investment companies or are dealt in or traded on securities exchanges or markets; and

        (iv)  as of the Closing Date, except as set forth on Schedule 3, all of the Pledged LLC Interests and Pledged Partnership Interests are or represent interests in issuers that have opted to be treated as securities under the uniform commercial code of any jurisdiction.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that:

        (i)    without the prior written consent of Collateral Agent, it shall not vote to enable or take any other action to: (A) other than in connection with a Permitted Sale, permit any issuer of any Pledged Equity Interest to issue to any Person other than a Grantor any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer, or (B) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (B), such Grantor shall promptly notify Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish Collateral Agent's "control" thereof;

        (ii)   it shall comply in all material respects with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property; and

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        (iii)  each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to Collateral Agent and, without limiting the foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to Collateral Agent or its nominee following an Event of Default and to the substitution of Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

4.4.3 Pledged Debt

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that Schedule 3 (as such schedule may be amended or supplemented from time to time) sets forth under the heading "Pledged Debt" all of the Pledged Debt evidenced by Chattel Paper or Instruments owned by any Grantor as of the Closing Date and (other than outstanding intercompany Indebtedness permitted by and incurred in accordance with Section 6.1(b) of the Credit Agreement) as of each date that reports are delivered pursuant to Section 5.1(b) of the Credit Agreement.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that it shall notify Collateral Agent of any default under any Pledged Debt that has caused, either in any individual case or in the aggregate, a Material Adverse Effect.

4.4.4 Investment Accounts

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that:

        (i)    Schedule 3 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Securities Accounts" and "Commodities Accounts," respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest. Each Grantor, as applicable, is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Collateral Agent pursuant thereto) having "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities or other property credited thereto that remains effective as of or at any time following the Closing Date;

        (ii)   Schedule 3 hereto (as such schedule may be amended or supplemented from time to time) sets forth under the headings "Deposit Accounts" all of the Deposit Accounts in which each Grantor has an interest. Each Grantor, as applicable, is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than Collateral Agent pursuant thereto) having either sole dominion and control (within the meaning of common law) or "control" (within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein that remains effective as of or at any time following the Closing Date; and

        (iii)  to the extent required under Section 4.4.4(c), each Grantor has taken all actions necessary to: (x) establish Collateral Agent's "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined in the UCC); and (y) establish Collateral Agent's "control" (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts.

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        (b)   Covenant and Agreement.    Each Grantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that it shall not close or terminate any Investment Account unless a successor or replacement account has been established with respect to which successor or replacement account a control agreement has been entered into by the appropriate Grantor, Collateral Agent and the securities intermediary or depository institution at which such successor or replacement account is to be maintained in accordance with the provisions of Section 4.4.4(c).

        (c)   Delivery and Control

        (i)    For each Concentration Account set forth on Schedule 3, or that any Grantor at any time opens or maintains, such Grantor shall (A) enter into and maintain a Control Agreement covering such Concentration Account, or (B) close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Collateral Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Investment Accounts or such other Investment Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a daily basis, into one or more Concentration Accounts. Each Grantor further agrees that it shall not maintain any cash or other balances in any Investment Account that is not a Concentration Account except in (A) Investment Accounts the balances of which are swept into one or more Concentration Accounts as provided in clauses (x) and (y) of the immediately preceding sentence or (B) an Investment Account that is subject to a Control Agreement. Each applicable Grantor shall have entered into a Control Agreement with respect to each Concentration Account that exists on the Closing Date, as of or prior to the Closing Date. Notwithstanding the foregoing, in respect of those Investment Accounts set forth on Schedule 3 that are not subject to a Control Agreement as of the Closing Date (other than any Concentration Account that exists on the Closing Date, which shall be subject to the requirements of the immediately preceding sentence), no later than 30 days after the Closing Date (or such later date as consented to by Collateral Agent) such Grantor shall either (i) enter into a Control Agreement covering such Investment Account or (ii) close such Investment Account and transfer the assets held in such Investment Account to an Investment Account that is subject to a Control Agreement.

        (ii)   Upon the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

        (iii)  Collateral Agent agrees that, so long as no Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the access of any Grantor to any funds, money or investments or similar directions in respect of any Investment Account or Investment Related Property.

4.5    Letter of Credit Rights.

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that: (i) all material letters of credit to which such Grantor has rights as of the Closing Date and as of each date that reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement is listed on Schedule 4 (as such schedule may

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be amended or supplemented from time to time) hereto; and (ii) to the extent required by the Collateral Agent, it has obtained the consent of each issuer of any material letter of credit to the assignment of the proceeds of the letter of credit to Collateral Agent.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that with respect to any material letter of credit hereafter arising it shall, if requested by the Collateral Agent, obtain the consent of the issuer thereof to the assignment of the proceeds of the letter of credit to Collateral Agent and shall deliver to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 4 hereto.

4.6    Intellectual Property.

        (a)   Representations and Warranties.    Except as disclosed in Schedule 5 (as such schedule may be amended or supplemented from time to time), each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

        (i)    Schedule 5 (as such schedule may be amended or supplemented from time to time) sets forth, as of the Closing Date and as of each date that Schedule 5 is required to be updated pursuant to Section 4.6(b)(vii), a true and complete list of (y) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Grantor and (z) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses (other than off-the-shelf software) of such Grantor;

        (ii)   as of the Closing Date and as of each date that Schedule 5 is required to be updated pursuant to Section 4.6(b)(vii), it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 5 (as such schedule may be amended or supplemented from time to time), and owns or has the valid right to use all other Intellectual Property material to the conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except in each case for Permitted Liens and the licenses set forth on Schedule 5 (as such schedule may be amended or supplemented from time to time) or otherwise permitted pursuant to a Permitted Sale;

        (iii)  except as could not reasonably be expected to have a Material Adverse Effect, (x) all Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and (y) each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;

        (iv)  except as could not reasonably be expected to have a Material Adverse Effect, (x) all Intellectual Property is valid and enforceable; and (y) no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor's right to register, or such Grantor's rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to the best of such Grantor's knowledge, threatened;

        (v)   all registrations and applications for Copyrights, Patents and Trademarks material to the conduct of Grantors' business are standing in the name of one or more Grantors, and, except in the ordinary course of business and as permitted under the Credit Agreement, none of the Trademarks, Patents or Copyrights has been licensed by any Grantor to any Affiliate or third party (other than a Grantor), except as disclosed in Schedule 5 (as such schedule may be amended or supplemented from time to time);

        (vi)  except as could not reasonably be expected to have a Material Adverse Effect, (x) the conduct of Grantors' business does not infringe upon or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right owned or

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controlled by a third party, and (y) no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party;

        (vii) to the best of each Grantor's knowledge, except as could not reasonably be expected to have a Material Adverse Effect, no third party is infringing upon or otherwise violating any rights in any Intellectual Property owned or used by such Grantor, or any of its respective licensees; and

        (viii) except for license agreements permitted by the Credit Agreement and Permitted Sales, no Grantor has made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property that has not been terminated or released.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees as follows:

        (i)    except for Permitted Sales, it shall not do any act or omit to do any act whereby any of the Intellectual Property which is material to the business of Grantor may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

        (ii)   except for Permitted Sales and except as may otherwise be commercially reasonable, it shall not, with respect to any Trademarks which are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall use commercially reasonable efforts to insure that licensees of such Trademarks use such consistent standards of quality;

        (iii)  it shall, within thirty days of the creation or acquisition of any copyrightable work which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office;

        (iv)  it shall, not later than the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, notify Collateral Agent if it knows or has reason to know that any item of the Intellectual Property that is material to the business of any Grantor may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court;

        (v)   it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or (with respect to any item of Intellectual Property that is material to the conduct of Grantors' business) any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Intellectual Property including, but not limited to, those items on Schedule 5 (as such schedule may be amended or supplemented from time to time);

        (vi)  in the event that any material Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all actions appropriate in its reasonable business judgment to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property including, if appropriate, the initiation of a suit for injunctive relief and to recover damages;

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        (vii) it shall, not later than the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, promptly (but in no event more than thirty days after any Grantor obtains knowledge thereof) report to Collateral Agent: (y) the filing of any application to register any Intellectual Property owned by such Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or (with respect to any item of Intellectual Property that is material to the conduct of the Grantors' business) foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (z) the registration of any such Intellectual Property by any such office, in each case by executing and delivering to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 5 hereto; and

        (viii) it shall, promptly upon the reasonable request of Collateral Agent, execute and deliver to Collateral Agent any document required to acknowledge, confirm, register, record, or perfect Collateral Agent's interest in any part of the Intellectual Property, whether now owned or hereafter acquired.

4.7    Commercial Tort Claims.

        (a)   Representations and Warranties.    Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 6 (as such schedule may be amended or supplemented from time to time), as of the Closing Date and as of each date that Schedule 6 is required to be updated pursuant to Section 4.7(b), sets forth all Commercial Tort Claims of the Grantors in excess of $500,000 individually or $1.0 million in the aggregate.

        (b)   Covenants and Agreements.    Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $500,000 individually or $1.0 million in the aggregate hereafter arising it shall, the next following date upon which reports are required to be delivered pursuant to Section 5.1(b) of the Credit Agreement, deliver to Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 6 hereto, identifying such new Commercial Tort Claims.

SECTION 5. FURTHER ASSURANCES; ADDITIONAL GRANTORS.

5.1    Further Assurances.

        (a)   Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, in each case to the extent required hereunder. Without limiting the generality of the foregoing, each Grantor shall:

        (i)    file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable, or as Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

        (ii)   take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, the United States Patent and Trademark

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Office, the United States Copyright Office, the various Secretaries of State, and (with respect to any item of Intellectual Property that is material to the conduct of the Grantors' business) the foreign counterparts on any of the foregoing;

        (iii)  subject to Section 5.6 of the Credit Agreement, at any reasonable time, upon request by Collateral Agent, allow inspection of the Collateral by Collateral Agent or persons designated by Collateral Agent; and

        (iv)  at Collateral Agent's request, appear in and defend any action or proceeding that may affect such Grantor's title to or Collateral Agent's security interest in all or any part of the Collateral.

        (b)   Each Grantor hereby authorizes Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Collateral Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Each Grantor shall furnish to Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Collateral Agent may reasonably request, all in reasonable detail.

        (c)   Each Grantor hereby authorizes Collateral Agent to modify this Agreement after obtaining such Grantor's approval of or signature to such modification by amending Schedule 5 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

5.2    Additional Grantors.    From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an "Additional Grantor") by executing a Counterpart Agreement. Upon delivery of any such Counterpart Agreement to Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

6.1    Power of Attorney.    Each Grantor hereby irrevocably appoints Collateral Agent (such appointment being coupled with an interest) as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Collateral Agent or otherwise, from time to time in Collateral Agent's discretion to take any action and to execute any instrument

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that Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

        (a)   upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to the Credit Agreement;

        (b)   upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

        (c)   upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

        (d)   upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Collateral Agent with respect to any of the Collateral;

        (e)   to prepare and file any UCC financing statements against such Grantor as debtor;

        (f)    to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

        (g)   to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any such payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, due and payable immediately without demand; and

        (h)   upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and such Grantor's expense, at any time or from time to time, all acts and things that Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

6.2    No Duty on the Part of Collateral Agent or Secured Parties.    The powers conferred on Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon Collateral Agent or any Secured Party to exercise any such powers. Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction.

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SECTION 7. REMEDIES.

7.1    Generally.

        (a)   If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

        (i)    require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties;

        (ii)   enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

        (iii)  prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate; and

        (iv)  without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable.

        (b)   Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the

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first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Collateral Agent, that Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of Collateral Agent hereunder.

        (c)   Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

        (d)   Collateral Agent shall have no obligation to marshal any of the Collateral.

7.2    Application of Proceeds.    Except as expressly provided elsewhere in this Agreement, all proceeds received by Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Collateral Agent in connection therewith, and all amounts for which Collateral Agent is entitled to indemnification hereunder (in its capacity as Collateral Agent and not as a Lender) and all advances made by Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the payment of all costs, expenses, indemnification claims and other amounts owing to Administrative Agent under the Credit Documents; third, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

7.3    Sales on Credit.    If Collateral Agent sells any of the Collateral upon credit, Grantors will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

7.4    Deposit Accounts.

        If any Event of Default shall have occurred and be continuing, Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of Collateral Agent.

7.5    Investment Related Property.

        Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for

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their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to Collateral Agent all such information as Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

7.6    Intellectual Property.

        (a)   Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default:

        (i)    Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, Collateral Agent or otherwise, in Collateral Agent's sole discretion, to enforce any of such Grantor's rights in and to any Intellectual Property, in which event such Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 10 hereof in connection with the exercise of its rights under this Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor's rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any such action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement or violation;

        (ii)   upon written demand from Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to Collateral Agent an absolute assignment of all of such Grantor's right, title and interest in and to the Intellectual Property and shall execute and deliver to Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

        (iii)  each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property;

        (iv)  Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts

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and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

        (v)   all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 7.7 hereof; and

        (vi)  such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

        (b)   If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor's sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by Collateral Agent; provided, after giving effect to such reassignment, Collateral Agent's security interest granted pursuant hereto, as well as all other rights and remedies of Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of Collateral Agent and the Secured Parties.

        (c)   Solely for the purpose of enabling Collateral Agent to exercise rights and remedies under this Section 7 and at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Collateral Agent, to the extent it has the right to do so, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.

7.7    Cash Proceeds.    In addition to the rights of Collateral Agent specified in Section 4.3 with respect to payments of Receivables, upon the occurrence and during the continuance of an Event of Default, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, "Cash Proceeds") shall be held by such Grantor in trust for Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Collateral Agent, if required) and held by Collateral Agent. Any Cash Proceeds received by Collateral Agent (whether from a Grantor or otherwise): (a) if no Event of Default shall have occurred and be continuing, shall be paid over to Company unless otherwise provided in the Credit Agreement, and (b) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of Collateral Agent, (i) be held by Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (ii) then or at any time thereafter may be applied by Collateral Agent against the Secured Obligations then due and owing.

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SECTION 8. COLLATERAL AGENT.

        Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section.

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

        This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all outstanding Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of Collateral Agent hereunder, to the benefit of Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the termination of the Commitments and the cancellation, expiration or collateralization in a manner reasonably satisfactory to Collateral Agent of all outstanding Letters of Credit, the security interest granted hereby shall terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination Collateral Agent shall, at Grantors' expense, execute and deliver to Grantors such documents as Grantors shall reasonably request to evidence such termination.

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

        The powers conferred on Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property. Neither Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 11. MISCELLANEOUS.

        Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein,

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nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of Collateral Agent and Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between Grantors and Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Grantor and Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

MEDICAL DEVICE MANUFACTURING, INC., a Colorado corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary
UTI CORPORATION, a Maryland corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Executive Vice President, Treasurer & Secretary

AMERICAN TECHNICAL MOLDING, INC., a California corporation BRIMFIELD ACQUISITION CORP., a Delaware corporation BRIMFIELD PRECISION, LLC, a Delaware limited liability company CYCAM, INC., a Pennsylvania corporation ELX, INC., a Pennsylvania corporation G&D, INC., a Colorado corporation HAYDEN PRECISION INDUSTRIES, LLC, a Delaware limited liability company KELCO ACQUISITION, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES, LLC, a Delaware limited liability company MEDSOURCE TECHNOLOGIES NEWTON, INC., a Delaware corporation MEDSOURCE TECHNOLOGIES PITTSBURGH, INC., a Delaware corporation MEDSOURCE TRENTON, INC., a Delaware corporation MICRO-GUIDE, INC., a California corporation THE MICROSPRING COMPANY, LLC, a Delaware limited liability company NATIONAL WIRE & STAMPING, INC., a Colorado corporation NOBLE-MET, LTD., a Virginia corporation PORTLYN, LLC, a Delaware limited liability company SPECTRUM MANUFACTURING, INC., a Nevada corporation TENAX, LLC, a Delaware limited liability company TEXCEL, INC., a Massachusetts corporation THERMAT ACQUISITION CORP., a Delaware corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary

UTI CORPORATION, a Pennsylvania corporation UTI HOLDING COMPANY, a Delaware corporation VENUSA, LTD., a New York corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	Chief Financial Officer, Vice President, Treasurer & Secretary

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Collateral Agent
By:	/s/  JAMES P. MORAN
Name:	James P. Moran
Title:	Director
By:	/s/  DENISE L. ALVAREZ
Name:	Denise L. Alvarez
Title:	Associate

Schedule 1
TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A)

Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office and Organizational Identification Number of each Grantor:

Name of Grantor	Type of Organization (e.g. corporation, limited liability company, limited partnership)	Jurisdiction of Organization/ Formation	Chief Executive Office	Organizational Identification Number
UTI Corporation	Corporation	Maryland	200 West Seventh Ave. Collegeville, PA 19426	D06082655
UTI Corporation	Corporation	Pennsylvania	200 West Seventh Ave. Collegeville, PA 19426	366567
Medical Device Manufacturing, Inc.	Corporation	Colorado	200 West Seventh Ave. Collegeville, PA 19426	20001103370
G&D, Inc. d/b/a Star Guide Corporation	Corporation	Colorado	5000 Independence Street Arvada, Colorado 80002	19871309595
Noble-Met, Ltd.	Corporation	Virginia	200 S. Yorkshire Street Salem, Virginia 24153	0330798
Spectrum Manufacturing, Inc.	Corporation	Nevada	140 E. Hintz Road Wheeling, IL 60090	C6586-1978
American Technical Molding, Inc.	Corporation	California	200 West Seventh Ave Collegeville, PA 19426	C1443483
UTI Holding Company	Corporation	Delaware	2052 West 11th Street Upland, CA 91786	3364988

Schedule 1

Name of Grantor	Type of Organization (e.g. corporation, limited liability company, limited partnership)	Jurisdiction of Organization/ Formation	Chief Executive Office	Organizational Identification Number
Micro-Guide, Inc. f/k/a C. and H. Gauge Co., Inc.	Corporation	California	20600 South Street Tehachapi, CA 93561	C0282165
Venusa, Ltd.	Corporation	New York	31-C Butterfield Trail El Paso, Texas 79906	618895
Pine Merger Corporation(1)	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3789906
MedSource Technologies, Inc.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2883950
MedSource Technologies, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3013277
Brimfield Acquisition Corp.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2977992
Brimfield Precision, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3011487
Kelco Acquisition, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2985242

(1)

Anticipated to be merged with MedSource Technologies, Inc. on June 30, 2004, with MedSource Technologies, Inc. surviving the merger.

Schedule 1

Name of Grantor	Type of Organization (e.g. corporation, limited liability company, limited partnership)	Jurisdiction of Organization/ Formation	Chief Executive Office	Organizational Identification Number
Hayden Precision Industries, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2993127
National Wire & Stamping, Inc.	Corporation	Colorado	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	19871144038
Portlyn, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2997494
Texcel, Inc.	Corporation	Massachusetts	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	042973748
The Microspring Company, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3018204
Tenax, LLC	Limited Liability Company	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3154069
Thermat Acquisition Corp.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3220037
MedSource Technologies Newton, Inc.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3314037
MedSource Technologies Pittsburgh, Inc.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3181236

Schedule 1

Name of Grantor	Type of Organization (e.g. corporation, limited liability company, limited partnership)	Jurisdiction of Organization/ Formation	Chief Executive Office	Organizational Identification Number
MedSource Trenton, Inc.	Corporation	Delaware	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	3465880
Cycam, Inc.	Corporation	Pennsylvania	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	1017213
ELX, Inc.	Corporation	Pennsylvania	110 Cheshire Lane Suite 100 Minneapolis, MN 55305	2497469

(B)

Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the Five Years Preceding the Closing Date:

Full Legal Name	Trade Name or Fictitious Business Name
Medical Device Manufacturing, Inc.	d/b/a Rivo Technologies
G&D, Inc.	d/b/a Star Guide Corporation
Micro-Guide, Inc.	f/k/a C&H Gauge Co., Inc.

Schedule 1

(C)

Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure within the Five Years Preceding the Closing Date:

Name of Grantor	Date of Change	Description of Change
Medical Engineering Resources, Ltd.	12/31/03	Merged with and into G & D, Inc. d/b/a Star Guide Corporation
Micro-Guide, Inc.	12/31/03	Merged with and into C. and H. Gauge Co., Inc.
C. and H. Gauge Co., Inc.	12/31/03	Changed name to Micro-Guide, Inc.
MedSource Technologies Newton, Inc.	12/29/00	Changed name from ACT Acquisition Corp. following merger with ACT Medical, Inc.
Pine Merger Corporation	Anticipated 6/30/04	Merging with and into MedSource Technologies, Inc.
National Wire & Stamping, Inc.		Prior Address: 55 Deer Park Dr., East Longmeadow, MA 01118
ELX, Inc.		Prior Address: 149 Johnson Road, PO Box 155, Houston, PA 15342
Cycam, Inc.		Prior Address: 149 Johnson Road, PO Box 155, Houston, PA 15342

(D)

Financing Statements:

Name of Grantor	Filing Jurisdiction(s)
UTI Corporation, Maryland corporation	Maryland—State Department of Assessments and Taxation
UTI Corporation, a Pennsylvania corporation	Pennsylvania—Department of State
Medical Device Manufacturing, Inc.	Colorado—Secretary of State
G&D, Inc. d/b/a Star Guide Corporation	Colorado—Secretary of State
Noble-Met, Ltd.	Virginia—State Corporation Commission
Spectrum Manufacturing, Inc.	Nevada—Secretary of State
American Technical Molding, Inc.	California—Secretary of State
UTI Holding Company	Delaware—Secretary of State
Micro-Guide, Inc. f/k/a C. and H. Gauge Co., Inc.	California—Secretary of State
Venusa, Ltd.	New York—Department of State
Pine Merger Corporation	Delaware—Secretary of State

Schedule 1

Name of Grantor	Filing Jurisdiction(s)
MedSource Technologies, Inc.	Delaware—Secretary of State
MedSource Technologies, LLC	Delaware—Secretary of State
Brimfield Acquisition Corp.	Delaware—Secretary of State
Brimfield Precision, LLC	Delaware—Secretary of State
Kelco Acquisition, LLC	Delaware—Secretary of State
Hayden Precision Industries, LLC	Delaware—Secretary of State
National Wire & Stamping, Inc.	Colorado—Secretary of State
Portlyn, LLC	Delaware—Secretary of State
Texcel, Inc.	Massachusetts—Secretary of the Commonwealth
The Microspring Company, LLC	Delaware—Secretary of State
Tenax, LLC	Delaware—Secretary of State
Thermat Acquisition Corp.	Delaware—Secretary of State
MedSource Technologies Newton, Inc.	Delaware—Secretary of State
MedSource Technologies Pittsburgh, Inc.	Delaware—Secretary of State
MedSource Trenton, Inc.	Delaware—Secretary of State
Cycam, Inc.	Pennsylvania—Department of State
ELX, Inc.	Pennsylvania—Department of State

Schedule 1

Schedule 2
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor	Location of Equipment and Inventory
G&D, Inc. d/b/a Star Guide Corporation	5000 Independence Street Arvada, Colorado 80002
Noble-Met, Ltd.	200 & 221 S. Yorkshire Street Salem, Virginia 24153
UTI Corporation (PA)	200 W. 7th Avenue Collegeville, PA 19426
UTI Corporation (PA)	4315 New Brunswick Avenue South Plainfield, NJ 07080
UTI Corporation (PA)	169 Callender Road Watertown, CT 06795
UTI Corporation (PA)	3rd and Penn Streets(2) Pottstown, PA 19464
Spectrum Manufacturing, Inc.	140 E. Hintz Road Wheeling, IL 60090
Spectrum Manufacturing, Inc.	690 & 723 Chaddick Drive Wheeling, IL 60090
American Technical Molding, Inc.	2052 West 11th Street Upland, CA 91786
Micro-Guide, Inc.	20600 South Street and 20601 Santa Lucia Street Tehachapi, CA 93561
Venusa, Ltd.	31-C Butterfield Trail El Paso, TX 79906
MedSource Technologies, LLC	110 Cheshire Lane, Suite 100 Minneapolis, MN 55305
Brimfield Precision, LLC	68 Mill Lane Road Brimfield, MA 01010
Kelco Acquisition, LLC	6420 Zane Avenue North Brooklyn Park, MN 55429
Hayden Precision Industries, LLC	3902 California Road Orchard Park, NY 14127
National Wire & Stamping, Inc.	2801 South Vallejo Street Englewood, CO 80110
Portlyn, LLC	45 Lexington Drive Laconia, NH 03246

(2)

This location is warehouse space. UTI does not lease space, but is charged as inventory is
moved.

   
Schedule 2

The Microspring Company, LLC	77 Accord Park Drive, Suite A Norwell, MA 02061
Thermat Acquisition Corp.	380 Sciota Street Corry, PA 16407
MedSource Technologies Newton, Inc.	150 California Street Newton, MA 02458
MedSource Trenton, Inc.	13024 North Main Street and 129 Bond Street Trenton, GA 30752
Cycam, Inc.	149 Johnson Road Houston, PA 15342
ELX, Inc.	149 Johnson Road Houston, PA 15342
The Microspring Company, LLC	51 Parmenter Road Hudson, MA 01749
The Microspring Company, LLC	58 McDonald Street Dedham, MA 02026
The Microspring Company, LLC	1969 Clearview Road Souderton, PA 18964
The Microspring Company, LLC	15 Commerce Way Norton, MA 02766
MedSource Technologies Newton, Inc.	Talamante y Josefa Ortiz de Dominguez Navojoa, Sonora, Mexico, 85800
MedSource Technologies Newton, Inc.	1456 North Calle Plata Nogales, AZ 85621
Cycam, Inc.	4915 21st Street Racine, WI 53406
Cycam, Inc.	21316 Bridge Street Southfield, MI 48034
Cycam, Inc.	24 Aldrin Road Plymouth, MA 02360
Cycam, Inc.	1 Grant Road Ridgway, PA 15853
Cycam, Inc.	7196 North State Road 13 North Webster, IN 46555
Cycam, Inc.	R.D. #9, Box 610, Old Route 66 Greensburg, PA 15601
Cycam, Inc.	2713 Foundation Drive South Bend, IN 46628
Cycam, Inc.	East 64 Midland Avenue Paramus, NJ 07852

   
Schedule 2

Cycam, Inc.	1220 Industrial Drive Erie, PA 16505
Cycam, Inc.	215 Race Street Meadville, PA 16335
Cycam, Inc.	350 Hochberg Road Monroeville, PA 15146
Cycam, Inc.	2100 Roosevelt Avenue Springfield, MA 15146
Cycam, Inc.	9 Apollo Drive Whippany, NJ 07981
Cycam, Inc.	15 Allegheny Square Glassport, PA 15045
Cycam, Inc.	Old Route 20 Westmoreland, PA 15696
Cycam, Inc.	2100 North Detroit Street Warsaw, IN 46580
Thermat Acquisition Corp.	1 Plastics Road Corry, PA 16407
Thermat Acquisition Corp.	1370 Lavelle Drive Xenia, OH 45385
Thermat Acquisition Corp.	2122 Winners Circle Dayton, OH 45404
Thermat Acquisition Corp.	30 Industrial Road Hermitage, PA 16148
Thermat Acquisition Corp.	100 Deposition Drive Clear Lake, WI 54005
Thermat Acquisition Corp.	54 Eisenhower Lane North Lombard, IL 60148
Thermat Acquisition Corp.	60 Church Street Yalesville, CT 06492
Thermat Acquisition Corp.	4976 Franklin Avenue Fairview, PA 16415
Thermat Acquisition Corp.	3781 Port Union Road Fairfield, OH 45014
Thermat Acquisition Corp.	3701 Hawkins Street NE Albuquerque, NM 87109
Thermat Acquisition Corp.	6420 Zane Avenue North Brooklyn Park, MN 55429
Thermat Acquisition Corp.	115 Island Brook Avenue Bridgeport, CT 06606

   
Schedule 2

Thermat Acquisition Corp.	425B Pan American Drive El Paso, TX 79907
Thermat Acquisition Corp.	5600 Second Street NW Albuquerque, NM 87107
Portlyn, LLC	209 Bowles Road Agawam, MA 01001
Portlyn, LLC	187 Water Street Laconia, NH 02346
Portlyn, LLC	400 Canal Street Lawrence, MA 01840
Portlyn, LLC	15 Commerce Way Norton, MA 02766
Portlyn, LLC	435 Whitney Street Northboro, MA 01530
Portlyn, LLC	1049 Tiogue Ave Coventry, RI 02816
Portlyn, LLC	248 Main Street E Greenville, PA 18041
Portlyn, LLC	11666 McBean Drive El Monte, CA 91732
Portlyn, LLC	94 Calvary Street Waltham, MA 02454
Portlyn, LLC	30958 San Antonio Street Hayward, CA 94544
Portlyn, LLC	9020 Activity Road, Suite D San Diego, CA 92126
Portlyn, LLC	3310 Montgomery Drive Santa Clara, CA 95054
Hayden Precision Industries, LLC	2001 South Kilbourn Avenue Chicago, IL 60623
Hayden Precision Industries, LLC	248 West Centralia Street Elkhorn, WI 53121
Hayden Precision Industries, LLC	459 Pulaski Street Syracuse, NY 14228
Hayden Precision Industries, LLC	525 Vickers Street Tonawanda, NY 14150
Hayden Precision Industries, LLC	44 Laporte Street Arcadia, CA 91066
Hayden Precision Industries, LLC	63 Alhambra Road Warwick, RI 02886

   
Schedule 2

Hayden Precision Industries, LLC	60 Mill Lane Road Brimfield, MA 01010
Hayden Precision Industries, LLC	1112 Niagara Street Buffalo, NY 14213
Hayden Precision Industries, LLC	Chessington Indust. Estate Roebuck Road, Chessington, Surrey KT9 1LR, England
Hayden Precision Industries, LLC	209 Bowles Road Agawam, MA 01001
Hayden Precision Industries, LLC	94 Calvary Street Waltham, MA 02454
Hayden Precision Industries, LLC	2316 West Wisconsin Street Portage, WI 53910
Hayden Precision Industries, LLC	10811 Withers Cove Park Drive Charlotte, NC 28278
Hayden Precision Industries, LLC	6 Apollo Drive Batavia, NY 14020
Hayden Precision Industries, LLC	Roblin Industrial Park, 4000 River Road Tonawanda, NY 14150
Hayden Precision Industries, LLC	425 Pan American Drive El Paso, TX 79907
Kelco Acquisition, LLC	Veddestavagen 19 SE-175 62 Jarfalla, Sweden
Kelco Acquisition, LLC	123 South Columbus Avenue Mount Vernon, NY 10553
Kelco Acquisition, LLC	D-63450, Hanau Germany
Brimfield Precision, LLC	1081 Bristol Road Mountainside, NJ 07092
Brimfield Precision, LLC	105 York Street Kennebunk, ME 04043
Brimfield Precision, LLC	141 Davenport Street Bridgeport, CT 06607
Brimfield Precision, LLC	45 Baldwin Street East Longmeadow, MA 01028
Brimfield Precision, LLC	113 Bethany Road Monson, MA 01057
Brimfield Precision, LLC	60 Brockway Road Woodstock Valley, CT 06282

   
Schedule 2

Brimfield Precision, LLC	748 River Street Palmer, MA 01069
Brimfield Precision, LLC	2100 Roosevelt Avenue Springfield, MA 01102
Brimfield Precision, LLC	40 Earls Way, Suite 2 Franklin, MA 02038
Brimfield Precision, LLC	21316 Bridge Street Southfield, MI 48034
Brimfield Precision, LLC	65 Woodlawn Avenue Pawtucket, RI 02860
Brimfield Precision, LLC	Bethany Road, P.O. Box 84 Monson, MA 01057
Brimfield Precision, LLC	241 Crescent Street Rear Waltham, MA 02453
Brimfield Precision, LLC	19 Fairview Drive Leicester, MA 01524
Brimfield Precision, LLC	44 Laporte Street Arcadia, CA 91066
Brimfield Precision, LLC	17 Connecticut Drive South E. Granby, CT 06026
Brimfield Precision, LLC	122 Cascade Boulevard Milford, CT 06460
National Wire & Stamping, Inc.	2001 South Kilbourn Avenue Chicago, IL 60623
National Wire & Stamping, Inc.	2960 South Umatilla Street Englewood, CO 80110
National Wire & Stamping, Inc.	638 Elkton Drive Colorado Springs, CO 80907
National Wire & Stamping, Inc.	3100 East 43rd Avenue Denver, CO 80216
National Wire & Stamping, Inc.	6940 Farmdale Avenue N. Hollywood, CA 91605
National Wire & Stamping, Inc.	3057 Delta Drive Colorado Springs, CO 80910
National Wire & Stamping, Inc.	3525 North Cascade Avenue Colorado Springs, CO 80907
National Wire & Stamping, Inc.	600 West E Street Lincoln, NE 68522
National Wire & Stamping, Inc.	4575 South Navajo Englewood, CO 80110

   
Schedule 2

National Wire & Stamping, Inc.	2191 West Amherst Englewood, CO 80110
National Wire & Stamping, Inc.	12660 Pennsylvania Denver, CO 80223
National Wire & Stamping, Inc.	4827 Chelsea Kansas City, MO 64130
National Wire & Stamping, Inc.	18001 Railroad Street City of Industry, CA 91748
National Wire & Stamping, Inc.	3839 Newport Street Denver, CO 80217
National Wire & Stamping, Inc.	Building #9, Schenley Industrial Park Schenley, PA 15682
National Wire & Stamping, Inc.	9 Technologies Drive Staunton, VA 24401
National Wire & Stamping, Inc.	100 Deposition Drive Clear Lake, WI 54005
National Wire & Stamping, Inc.	10477 Weld County Longmont, CO 80501
National Wire & Stamping, Inc.	205 Tuner Berthoud, CO 80513
National Wire & Stamping, Inc.	14700 West 66th Place Arvada, CO 80004
National Wire & Stamping, Inc.	3457 Brighton Boulevard Denver, CO 80216
National Wire & Stamping, Inc.	4343 Platte Avenue Sedalia, CO 80223

   
Schedule 2

Schedule 3
TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

Pledged Stock:

Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value	No. of Pledged Stock	% of Outstanding Stock of the Stock Issuer
UTI Corporation (MD)	Medical Device Manufacturing, Inc.	Common	Y	2	$.01	100	100
Medical Device Manufacturing, Inc.	G&D, Inc. d/b/a Star Guide Corporation	Class A Common Class B Common	Y Y	38 39	no par no par	100,000 9,900,000	100
Medical Device Manufacturing, Inc.	Noble-Met, Ltd.	Common	Y	38	no par	4,113,282	100
Medical Device Manufacturing, Inc.	Venusa, Ltd.	Common	Y	6	no par	70	100
Medical Device Manufacturing, Inc.	American Technical Molding, Inc.	Common	Y	C-4	no par	100	100
Medical Device Manufacturing, Inc.	UTI Holding Company	Common	Y	C-1	$.01	100	100
Medical Device Manufacturing, Inc.	Micro-Guide, Inc.	Common	Y	65	no par	91,388	100
Medical Device Manufacturing, Inc.	MedSource Technologies, Inc.	Common	Y	1	$.01	100	100
Medical Device Manufacturing, Inc.	UTI Corporation (PA)	Common	Y	A127	$.01	13,144	100

Schedule 3

Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value	No. of Pledged Stock	% of Outstanding Stock of the Stock Issuer
Medical Device Manufacturing, Inc.	UTI Corporation (PA)	Common	Y	B143	$.01	1,547,319	100
UTI Corporation (PA)	Spectrum Manufacturing Inc. (Nevada)	Common	Y	11	no par	300	100
Medical Device Manufacturing, Inc.	Venusa de Mexico, S.A. de C.V.	Series B Foreign Fixed Capital Series B Foreign Variable Capital	Y Y	1 2		100 25	Both represent 65.1%
UTI Corporation (PA)	UTISFM Feinmechanik GmbH (Germany)	Common	N				65
Medical Device Manufacturing, Inc.	Medis S.A. de C.V.	Series B Fixed Foreign Capital	Y	6		65	65
G&D Inc. d/b/a Star Guide Corporation	Star Guide, Ltd.	Common	Y	4	€1	1	50
MedSource Technologies, LLC	Brimfield Acquisition Corp.	Common	Y	2	$.01	100	100
MedSource Technologies, LLC	National Wire & Stamping, Inc.	Common	Y	Un- numbered	$.8635	10	100
MedSource Technologies, LLC	Texcel, Inc.	Common	Y	13	no par	10	100
MedSource Technologies, LLC	Thermat Acquisition Corp.	Common	Y	C-1	$.01	200	100

Schedule 3

Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value	No. of Pledged Stock	% of Outstanding Stock of the Stock Issuer
MedSource Technologies, LLC	MedSource Technologies Newton, Inc.	Common	Y	2	$.01	100	100
MedSource Technologies, LLC	MedSource Technologies Pittsburgh, Inc.	Common	Y	C-1	$.01	100	100
MedSource Technologies, LLC	MedSource Trenton, Inc.	Common	Y	C-1	$.01	100	100
MedSource Technologies Pittsburgh, Inc.	Cycam, Inc.	Common	Y	6	$1.00	500	100
MedSource Technologies Pittsburgh, Inc.	ELX, Inc.	Common	Y	3	$50.00	60	100

Pledged LLC Interests Not Elected to be Treated as Securities:

Grantor	Limited Liability Company	Certificated (Y/N)	Certificate No. (if any)	No. of Pledged Units	% of Outstanding LLC Interests of the Limited Liability Company
MedSource Technologies, Inc.	MedSource Technologies, LLC	N	N/A		100
MedSource Technologies, LLC	Brimfield Precision, LLC	N	N/A		100
MedSource Technologies, LLC	Kelco Acquisition, LLC	N	N/A		100
MedSource Technologies, LLC	Hayden Precision Industries, LLC	N	N/A		100
MedSource Technologies, LLC	Portlyn, LLC	N	N/A		100
MedSource Technologies, LLC	The Microspring Company, LLC	N	N/A		100
MedSource Technologies, LLC	Tenax, LLC	N	N/A		100

Schedule 3

Pledged LLC Interests Elected to be Treated as Securities:

None.

Grantor
Limited Liability Company Certificated (Y/N) Certificate No.
(if any) No. of Pledged
Units % of Outstanding LLC
Interests of
the Limited Liability
Company

Pledged Partnership Interests Not Elected to be Treated as Securities:

None.

Grantor
Partnership Type of Partnership Interests (e.g.,
general or limited) Certificated (Y/N) Certificate No.
(if any) % of Outstanding
Partnership
Interests of the
Partnership

Pledged Partnership Interests Elected to be Treated as Securities:

None.

Grantor
Partnership Type of Partnership Interests (e.g.,
general or limited) Certificated (Y/N) Certificate No.
(if any) % of Outstanding
Partnership
Interests of the
Partnership

Schedule 3

Pledged Trust Interests:

None.

Grantor
Trust Change of Trust Interests Certificated (Y/N) Certificate No.
(if any) % of Outstanding
Trust Interests of the Trust

        Warrants, Options, Shareholder Agreements or Voting Trust Agreements Relating to Pledged Equity Interests:

        Please see attached option schedule for UTI, a Maryland corporation and its subsidiaries current through March 31, 2003 attached hereto as Annex A.

        Please see attached option schedule for MedSource Technologies, Inc. and its subsidiaries current through April 9, 2004 attached hereto as Annex B.

        Anti-Dilution Agreement by and among MDMI Holdings, Inc. and the Parties named therein, dated May 31, 2000.

        Second Amended and Restated Registration Rights Agreement by and among MDMI Holdings, Inc., KRG Capital Fund, L.P., KRG Capital Fund I (FF), L.P., KRG Capital Fund I (PA), L.P., KRG Co-Investment, L.L.C. and the Holders listed therein on Schedule I, dated as of May 31, 2000, as amended by the Amendment of the Amended and Restated Registration Rights Agreement approved February 23, 2003.

        Shareholders' Agreement, by and among Medical Device Manufacturing, Inc., KRG Capital Partners, LLC, Eric Pollock, Helene Pollock, the Helene Pollock Irrevocable Spousal Trust No. 1, the Helene Pollock Irrevocable Spousal Trust No. 2, George Archambault, Patricia Harrison, Donald Bothner, First Analysis Corporation and its affiliated investment funds, Infrastructure and Environmental Private Equity Fund III, L.P. and Environmental and Information Technology Private Fund III, CMC Companies and any affiliated investment fund to which it may assign all or part of its interest in the Company, and such other investors as may from time to time become a party, dated as of July 6, 1999, as amended.

        Stock Purchase Agreement by and among UTI Corporation, Medical Device Manufacturing and CISA, Ltd., Giancarlo Gagliardoni and Cesare Gagliardoni, dated February 28, 2003.

        UTI Corporation has outstanding currently exercisable warrants to purchase an aggregate of 1,136,364 shares of its Class AB Convertible Preferred Stock at an exercise price of $0.01 per share. Each share of Class AB Convertible Preferred Stock issuable upon exercise of the warrants is convertible into 1.8 shares of UTI Corporation's common stock. The warrants are held by the holders of UTI Corporation's Class C Redeemable Preferred Stock and entitle each holder thereof to acquire that number of shares of Class AB Convertible Preferred Stock equal to the number of shares of Class C Redeemable Preferred Stock held by each such holder.

Schedule 3

Pledged Debt:

Grantor	Issuer	Original Principal Amount	Outstanding Principal Balance	Issue Date	Maturity Date
Cycam, Inc.	Islet Sheet Metal, Inc	$50,000		July 24, 2000	June 1, 2005

Securities Account:

MedSource securities accounts listed on the Collateral Questionnaire are in the process of being closed.

Grantor
Share of Securities Intermediary Account Number Account Name

Commodities Accounts:

None.

Grantor
Name of Commodities Account Number Account Name

Deposit Accounts:

Grantor	Name of Depositary Bank	Account Number	Account Name
Medical Device Manufacturing, Inc.	Fleet		Concentration Account
*UTI Corporation (Maryland)	PNC Bank		General Account
*Venusa, Ltd.	Wells Fargo Bank, 6715 Gateway Blvd., West El Paso Texas 79912		Checking Account
MedSource Technologies, LLC	U.S. Bank, N.A. 601 Second Avenue South Minneapolis, MN 55402		Checking Account
MedSource Technologies, LLC	U.S. Bank, N.A.601 Second Avenue South Minneapolis, MN 55402		Checking Account (Health Plan)

*

In process of being closed.

Schedule 3

Schedule 4
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor	Description of Letters of Credit
None.

   
Schedule 4

Schedule 5
TO PLEDGE AND SECURITY AGREEMENT

Patents and Patent Applications owned by each Grantor

MEDSOURCE TECHNOLOGIES, INC.

Patents

None

MEDSOURCE TECHNOLOGIES, LLC

Patents

i.    US Patents

Patent No.	Title	Issue Date
6,578,402	Trimming Apparatus for a Drawn Part	June 17, 2003

BRIMFIELD PRECISION, LLC

Patents

None

KELCO ACQUISITION LLC

Patents

None

HAYDEN ACQUISITION, LLC

Patents

None

NATIONAL WIRE & STAMPING, INC.

Patents

None

  
Schedule 5

PORTLYN, LLC

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,766,197	Surgical Cutting Instrument with Anti-Torque Jacket	June 16, 1998
5,571,129	Surgical Cutting Instrument with Improved Cleaning Capability and Ease of Use	November 5, 1996

TEXCEL, INC.

Patents

None

THE MICROSPRING COMPANY, LLC

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,876,783	Radiopaque Medical Devices	March 2, 1999
5,606,979	Guide Wire	March 4, 1997
6,620,172	Entraining Biological Calculi	September 16, 2003

ii    Foreign Applications

Application No.	Title	Date Filed	Country
JP507375	Medical Receiver Device	June 30, 2000	Japan
00947024.6	Medical Retriever Device	June 30, 2000	Europe
2001/01350	Medical Retriever Device	June 30, 2000	India

TENAX, LLC

Patents

None

A.P.X. ACQUISITION CORP.

Patents

None

  
Schedule 5

THERMAT ACQUISITION CORP.

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,641,920	Power and Binder Systems for use in Power Molding	June 24, 1997
5,950,063	Method of Power Injection Molding	September 7, 1999

ii    Foreign Patents

Patent No.	Title	Date Filed	Country
712638	Powder and binder systems for use in powder molding	February 24, 2000	Australia
2,230,994	Powder and binder systems for use in powder molding		Canada
96512740			Japan
98/1,623			Mexico
738589	Method of powder injection molding	November 2, 2000	Australia

MEDSOURCE TECHNOLOGIES, NEWTON INC.

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,256,158*	Device having a radiopaque marker for endoscopic accessories and method of making same	October 26, 1993
5,256,144	Low Profile, High Performance Interventional Catheters	October 26, 1993
5,201,756**	Radically-Expandable Tubular Elements for use in the Construction of Medical Devices	April 13, 1993
5,489,277*	Device having a radiopaque marker for endoscopic accessories and method of making same	February 6, 1996

*

These patents, originally owned by ACT Medical, acquired by MedSource Technologies, Newton Inc., have been licensed to Boston Scientific Corporation ("BSC"). The technology is used in a number of their products. MedSource Technologies, Newton Inc. receives royalties from BSC for any products not manufactured by MedSource Technologies, Newton Inc. For products manufactured by MedSource Technologies, Newton Inc. for BSC, no royalties are due to MedSource Technologies, Newton Inc. The license agreement restricts MedSource Technologies, Newton Inc.'s use of the patented technology for products sold to BSC's direct competitors.

**

This patent, originally owned by Danforth Medical, later a division of ACT Medical, acquired by MedSource Technologies, Newton Inc., has been licensed to Tyco. The license has some exclusivity clauses and it may not be possible to license it to others. MedSource Technologies, Newton Inc. receives royalties from Tyco for the life of the patent.

   
Schedule 5

MEDSOURCE TRENTON, INC.

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,888,436	Manufacture of Variable Stiffness Microtubing	March 30, 1999
6,045,734*	Process of Making a Catheter	April 4, 2000
6,314,856	Manufacture of Variable Stiffness Microtubing	November 13, 2001
6,323,413	Microtubing with Integral Thermocouple	November 27, 2001
6,616,996	Variable stiffness microtubing and method of manufacture	September 9, 2003

ii.    US Patent Applications

Application No.	Title	Issue Date
08/480,411	Improved Variable Stiffness Microtubing and Methods of Manufacture	June 7, 1995

*

MedSource Trenton, Inc. is a co-owner of this patent. MedSource Trenton, Inc. has licensed Luther Research Partners, L.L.C. to practice the patent so long as MedSource Trenton, Inc. is the tubing supplier for the products.

CYCAM, INC.

Patents

i.    US Patents

Patent No.	Title	Issue Date
5,258,098*	Method of production of a surface adapted to promote adhesion	November 2, 1993
5,507,815*	Random surface protrusion on an implantable device	April 16, 1999
5,922,029*	Surface for use on an implantable device and method of production therefor	July 13, 1999
6,193,762*	Surface for use on an implantable device	February 27, 2001

ii.    US Patent Applications

Application No.
Title Issue Date

*

These patents are jointly owned by Cycam, Inc. and Tech Met, Inc. pursuant to certain assignment agreements originating from the inventors. Cycam's rights under these patents are restricted by a License Agreement with Tech Met dated June 13, 1991.

  
Schedule 5

UTI CORPORATION, a Pennsylvania corporation

Patents

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Multilayer composite tubular structure and method of making	US	5,858,556	1/12/1999
Thermionic cathode with continuous bimetallic wall	US	5,729,084	3/17/1998
Hermetic module containing microwave component	US	5,070,314	12/03/1991
Thermionic cathode continuous bimetallic wall having varying wall thickness and internal blackening	US	5,422,536	06/06/1995
Graphical interface for robot	US	5,511,147	06/23/1996

Foreign

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Kinetic Energy Penetrator	CN	1224648	07/28/1987
Multilayer Composite Tubular Structure	TAIW	104017	06/21/1999
Multilayer Composite Tubular Structure	Argentine	AR011062B1	06/20/2003
Multilayer Composite Tubular Structure	Australia	733023	08/16/2001
Multilayer Composite Tubular Structure	Brazil	PI 9714324-3	03/19/2002
Multilayer Composite Tubular Structure	Canada		(APP DATE) 12/03/1997
Multilayer Composite Tubular Structure	China		(APP DATE) 12/03/1997
Multilayer Composite Tubular Structure	European PCT		(APP DATE) 12/03/1997
Multilayer Composite Tubular Structure	Hong Kong		(APP DATE) 08/23/2000
Multilayer Composite Tubular Structure	Israel		(APP DATE) 09/29/1999
Multilayer Composite Tubular Structure	Japan		(APP DATE) 12/03/1997

   
Schedule 5

MEDICAL DEVICE MANUFACTURING, INC.

Patents

None

AMERICAN TECHNICAL MOLDING

Patents

None

NOBLE-MET, LTD.

Patents

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Metal composite tube for biomedical applications	US	6,364,902	4/2/2002
Vascular filter	US	6,187,025	2/13/2001

G&D, INC. d/b/a Star Guide Corporation

Patents

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Method and apparatus for centerless grinding	US	6,244,930	6/12/2001

Foreign

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Centreless grinding tool-uses image detection module to regulate grinding mechanism	International (WO)	9824590	6/11/1998

UTI HOLDING COMPANY

Patents

None

  
Schedule 5

SPECTRUM MANUFACTURING

Patents

Title	Jurisdiction	Patent No. (App. No.)	Issue Date (App. Date)
Process for forming endoscopic shaver blade from elongate tube	US	5,676,012	10/14/1997
Apparatus for filtering machining liquid of an electrical discharge machine	US	5,434,381	7/18/1995

MICRO-GUIDE, INC.

Patents

None

VENUSA, LTD.

Patents

None

VENUSA USA

Patents

Foreign

Title	Country	Patent No. (App. No.)	Issue Date (App. Date)
Flexible Container for Enteral Feeding Fluids	Australia	AU200071126	03/13/2002
Flexible Container for Enteral Feeding Fluids Will Not Leak When in Horizontal Position	World Patent	WO200217847 (PCT)	03/07/2002

   
Schedule 5

Trademark Registrations and Applications owned by each Grantor

MEDSOURCE TECHNOLOGIES, INC.

Trademarks

i.    US Registrations:

Mark	Reg. No.	Reg. Date
DYNABITE (stylized)	1,806,708	November 23, 1993
MEDSOURCE TECHNOLOGIES	2,746,010	August 5, 2003
MEDSOURCE TECHNOLOGIES logo	2,746,011	August 5, 2003

ii.    US Applications:

Mark	Appln. No.	Filing Date
DESIGN FOR PROCESS ESCELLENCE	76/538,838	August 20, 2003
DPEX	76/541,218	August 20, 2003
MEDSOURCE	76/546,091	September 22, 2003

iii    Foreign Registrations

Mark	Reg. No.	Reg. Date	Country
MEDSOURCE TECHNOLOGIES logo	30150989	September 24, 2002	Germany
MEDSOURCE	30149960	August 14, 2001	Germany
MEDSOURCE TECHNOLOGIES logo	002347458	March 27, 2003	EC
MEDSOURCE	002338077	June 13, 2003	EC

MEDSOURCE TECHNOLOGIES, LLC

Trademarks

i.    US Registrations

Mark	Reg. No.	Reg. Date
INTEGRATED OUTSOURCING	2,523,583	December 25, 2001

   
Schedule 5

BRIMFIELD PRECISION, LLC

Trademarks

i.    US Registrations

Mark	Reg. No.	Reg. Date
BRIMFIELD	1,303,505	November 6, 1984

KELCO ACQUISITION LLC

Trademarks

None

HAYDEN ACQUISITION, LLC

Trademarks

None

NATIONAL WIRE & STAMPING, INC.

Trademarks

None

PORTLYN, LLC

Trademarks

None

TEXCEL, INC.

Trademarks

None

THE MICROSPRING COMPANY, LLC

Trademarks

i.    US Applications

Mark	Appln. No.	Filing Date
STONE CONE	76/277,067	June 27, 2001

ii    Foreign Registrations

Mark	Reg. No.	Reg. Date	Country
STONE CONE	002500379	June 6, 2003	EU

   
Schedule 5

TENAX, LLC

Trademarks

i.    US Registrations

Mark	Reg. No.	Reg. Date
TENAX	1,407,951	September 2, 1986

A.P.X. ACQUISITION CORP.

Trademarks

None

THERMAT ACQUISITION CORP.

Trademarks

i.    US Registrations

Mark	Reg. No.	Reg. Date
THERMAT	2,470,824	July 24, 2001

   
Schedule 5

MEDSOURCE TECHNOLOGIES, NEWTON INC.

Trademarks

None

MEDSOURCE TRENTON, INC.

Trademarks

None

CYCAM, INC.

Trademarks

i.

US Registrations

Mark	Reg. No.	Reg. Date
CHEMTEX	1,801,133	October 26, 1993

UTI CORPORATION, a Pennsylvania corporation

Trademarks

Trademark	Jurisdiction	Reg. No (App. No.)	Reg. Date (App. Date)
TRIPLEX	US	2,843,508	10/3/2001
UTI and design	US	2,529,695	1/15/2002
Design only	US	2,291,546	11/9/1999
UNIFORM TUBES, INC.	US	1,430,544	2/24/1987
UTI and design	US	1,401,860	7/22/1986
UTITEC	US	1,319,886	2/12/1985
KOR-LESS	US	926,729	1/11/1972
Miscellaneous Design	US	2291546

Schedule 5

Foreign

Trademark	Country	Reg. No. (App. No.)	Status
TUBING EXPRESS	Benelux	494383	Registered
UTI (Stylized)	Canada	10901100	Pending
TRIPLEX	Canada	CA 111719800	Pending
UTI (& Design)	Community Trademark	1954858	Registered
EDIMAX TRANSOR	Germany	1145403	Registered
MICRO-COAX	Italy	865068	Registered
UTIFLEX	Italy	864573	Registered
UT and design	Italy	810405	Registered
T-CIRCUIT	Italy	507656	Registered
UTI MICRO COAX (& Design)	Switzerland	378829	Registered
Miscellaneous Design	United Kingdom	2000364	Registered
TUBING EXPRESS	United Kingdom	1465024	Registered
EDIMAX TRANSOR	United Kingdom	1362927	Registered
UTI (& Design)	United Kingdom	B1243106	Registered
TUBING EXPRESS	France	1724761	Registered

MEDICAL DEVICE MANUFACTURING, INC.

Trademarks

None

AMERICAN TECHNICAL MOLDING

Trademarks

None

NOBLE-MET, LTD.

Trademarks

None

Schedule 5

G&D, INC.

Trademarks

Trademark	Jurisdiction	Reg. No (App. No.)	Reg. Date (App. Date)
STAR GUIDE and Design	US	2,218,461	01/19/1999

UTI HOLDING COMPANY

Trademarks

None

SPECTRUM MANUFACTURING

Trademarks

Trademark	Jurisdiction	Reg. No (App. No.)	Reg. Date (App. Date)
THE BOSS	California	105,982	2/01/2000

MICRO-GUIDE, INC.

Trademarks

None

VENUSA, LTD.

Trademarks

Trademark	Jurisdiction	Reg. No (App. No.)	Reg. Date (App. Date)
Design only	US	2,029,658	1/14/1997
Design only	US	2,026,474	12/31/1996
Design only	US	2,029,657	1/14/1997
STIL VEN	US	1,257,481	11/15/1983
V stylized letter	US	1,252,233	9/27/1983
FLU VEN	US	1,254,446	10/18/1983

Schedule 5

Copyright registrations owned by each Grantor

MEDSOURCE TECHNOLOGIES, INC.

Copyrights

None

MEDSOURCE TECHNOLOGIES, LLC

Copyrights

None

BRIMFIELD PRECISION, LLC

Copyrights

None

KELCO ACQUISITION LLC

Copyrights

None

HAYDEN ACQUISITION, LLC

Copyrights

Work	Reg. No.	Reg. Date
1995 Hayden Precision	TXu 718-685	December 18, 1995
Hayden Precision Industries Operations Computer Program	TXu 479-773	April 19, 1991

NATIONAL WIRE & STAMPING, INC.

Copyrights

None

PORTLYN, LLC

Copyrights

None

TEXCEL, INC.

Copyrights

None

Schedule 5

THE MICROSPRING COMPANY, LLC

Copyrights

None

TENAX, LLC

Copyrights

None

A.P.X. ACQUISITION CORP.

Copyrights

None

THERMAT ACQUISITION CORP.

Copyrights

None

MEDSOURCE TECHNOLOGIES, NEWTON INC.

Copyrights

None

MEDSOURCE TRENTON, INC.

Copyrights

None

CYCAM, INC.

Copyrights

None

UTI CORPORATION, a Pennsylvania corporation

Copyrights

Title	Registration Date	Registration No.
Job catalog RPG programs SIPLIB	5/17/1986	TXu238874
Master Management information and control system	6/13/1984	TXu169637
The TR-Graphical interface	5/7/1993	TXu561981

Schedule 5

MEDICAL DEVICE MANUFACTURING, INC.

Copyrights

None

AMERICAN TECHNICAL MOLDING

Copyrights

None

NOBLE-MET, LTD.

Copyrights

None

G&D, INC.

Copyrights

None

UTI HOLDING COMPANY

Copyrights

None

SPECTRUM MANUFACTURING

Copyrights

None

MICRO-GUIDE, INC.

Copyrights

None

VENUSA, LTD.

Copyrights

None

Schedule 5

Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses of each Grantor

THERMAT

1.

License Agreement dated December 2, 1995 between Witec Cayman, Patents, Ltd. and Thermat Precision Technology, Inc.

2.

Agreement dated June 1, 1992 between Thermat, Inc. and PCC Airfoils, Inc. regarding Patent No. 5,332,537.

3.

License Agreement dated May 15, 2000 between Thermat Acquisition Corp. and Karl Frank Hens.

4.

License Agreement dated September 28, 1999 between Thermat Precision Technology, Inc. and Zimmer, Inc.

5.

Non-Exclusive License and Supply Agreement dated September 24, 1999 between Thermat Precision Technology, Inc. and Net Shape Technologies, Ltd.

6.

Agreement dated June 5, 2002 between MedSource Technologies, Inc. and Karl Frank Hens.

CYCAM

1.

Agreement and License dated June 13, 1991 by and between Cycam, Inc. and Tech Met Company.

2.

Patent License Agreement dated November 1, 2000 by and between Islet Sheet Medical, LLC and Cycam, Inc. granting certain exclusive rights to Cycam under U.S. Patent No. 5,855,613 and related patent applications.

3.

Manufacturing Services and Production Agreement dated February 5, 1999 between DePuy Orthopaedics, Inc. and Cycam, Inc.

ACT

1.

Intellectual Property Agreement effective as of June 26, 2000 between Bard Access Systems, Inc. and ACT.

2.

Development Contract dated as of April 3, 2000 between Smith & Nephew Endoscopy, Inc. and ACT.

3.

Omnibus OEM Manufacturing and Development Agreement effective January 1, 1996 between ACT Medical and Boston Scientific Corporation and amendments thereto.

Schedule 5

4.

License Agreement dated November 11, 1993 between Innerdyne Medical and Danforth Medical, Inc.

MEDSOURCE TRENTON, INC.

1.

License Agreement dated February 12, 2000 between Luther Research Partners L.L.C. and MedSource Trenton, Inc.

2.

Supply Agreement dated November 15, 2001 between HV Technologies, Inc. and Boston Scientific Scimed, Inc. and Previous Agreement defined therein.

MEDSOURCE TECHNOLOGIES, INC.

1.

License Agreement dated November 29, 2000 between Oracle and MedSource Technologies, Inc.

2.

Purchase and Sale Agreement dated July 2, 2001 between Quantum Manufacturing Technologies, Inc. and MedSource Technologies, Inc. and related Sublicense Agreement referenced therein.

3.

Microsoft Business Agreement dated July 26, 2002 between MSLI, GP and MedSource Technologies, Inc.

4.

Microsoft Volume License Confirmation dated September 17, 2002 between MSLI, GP and MedSource Technologies, Inc.

MEDSOURCE TECHNOLOGIES, LLC

1.

Master License Agreement dated July 31, 2001 between Optio Software, Inc. and MedSource Technologies, LLC and Addendum.

2.

Development Rights and License Agreement dated as of January 1, 2001 between Seedling Enterprises, LLC and MedSource, LLC.

3.

Development Contract for Medical Instrumentation dated November 11, 2001 between Ethicon, Inc. and MedSource Technologies, LLC.

4.

License, Supply and Distribution Agreement dated June 19, 2001 between Boston Scientific Corporation and MedSource Technologies, LLC and Amendment thereto.

Schedule 5

THE MICROSPRING COMPANY, LLC

1.

Assignment and Royalty Agreement dated January 12, 1998 between Stephen P. Dretler, MD and MicroSpring Company, Inc.

UTI CORPORATION, a Pennsylvania corporation

1.

"Consent and Release Agreement" dated as of December 1, 2003 between UTI Corporation and Medical Device Investment Holdings Corporation.

2.

"Distribution Agreement" dated as 10/2/89 between UTI Corporation and Intech Techology N.V.

3.

"License and Royalty Sharing Agreement" dated as of 12/5/89 between UTI Corporation and Jon L. Turino.

4.

"License and Technical Assistance Agreement" dated as of June 1, 2000 between UTI Corporation and Medical Device Investment Holdings Corporation assigned pursuant to an "Assignment and Assumption Agreement" dated as of January 2004 between Abbott Vascular Devices Ireland Limited and Medical Device Investment Holdings Corporation.

MEDICAL DEVICE MANUFACTURING, INC.

None.

AMERICAN TECHNICAL MOLDING

None.

NOBLE-MET, LTD.

None.

G&D, INC.

None.

UTI HOLDING COMPANY

None.

SPECTRUM MANUFACTURING

None.

MICRO-GUIDE, INC.

None.

VENUSA, LTD.

1.

"Software License and Support Agreement" dated as of January 22, 1999 between Venusa, Ltd. and Bann USA Inc.

Schedule 5

2.

"Sourcing Agreement" dated as of February 28, 2003 between Venusa, Ltd. and Cedic, s.r.l. an Italian company.

Domain Names

Domain Name	Owner
spectrumedm.com	UTI Corporation (PA)
uticorporation.biz	UTI Corporation (PA)
wirecomponents.com	G&D, Inc. d/b/a Star Guide Corporation
starguide.com	G&D, Inc. d/b/a Star Guide Corporation
precisionwirecomponent.com	G&D, Inc. d/b/a Star Guide Corporation
precisionwire.com	G&D, Inc. d/b/a Star Guide Corporation
medicalwire.com	G&D, Inc. d/b/a Star Guide Corporation
micro-guide.com	Micro-Guide, Inc.
venusa.com	Venusa Ltd.
medsourcetech.com	MedSource Technologies, Inc.
cycaminc.com	MedSource Technologies, Inc.
medsourcetech.net	MedSource Technologies, Inc.
medsourcetechnologies.com	MedSource Technologies, Inc.
texcelaser.com	Texcel, Inc.

Schedule 5

Schedule 6
TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor	Commercial Tort Claims
None.

Schedule 6

ANNEX A

UTI Corporation, a Maryland corporation, and its subsidiaries
Option Schedule

Schedule 6

ANNEX B

MedSource Technologies, Inc. and its subsidiaries
Option Schedule

Schedule 6

Exhibit A
TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

        This PLEDGE SUPPLEMENT, dated as of [mm/dd/yy], is delivered by [name of grantor] a [name of state of organization] [type of organization] ("Grantor") pursuant to the Pledge and Security Agreement, dated as of June 30, 2004 (as it may be from time to time amended, restated, amended and restated, supplemented or otherwise modified, the "Security Agreement"), between MEDICAL DEVICE MANUFACTURING,  INC., the other Grantors named therein, and 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.

        Grantor hereby confirms the grant to Collateral Agent set forth in the Security Agreement of, and does hereby grant to Collateral Agent, a security interest in all of Grantor's right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]
By:	Name: Title

Exhibit A

Supplement to Schedule 1
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of each Grantor:

Full Legal Name
Type of Organization Jurisdiction of
Organization Chief Executive
Office/Sole Place
of Business Organization I.D.#

(B)

Other Names (including any Trade-Name or Fictitious Business Name) under which each Grantor has conducted business for the Five Years Preceding the Closing Date:

Full Legal Name
Trade Name or Fictitious Business Name

(C)

Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure within the Five Years Preceding the Closing Date:

Name of Grantor
Date of Change Description of Change

(D)

Financing Statements:

Name of Grantor
Filing Jurisdiction(s)

Exhibit A

Supplement to Schedule 2
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor
Location of Equipment and Inventory

Exhibit A

Supplement to Schedule 3
TO PLEDGE AND SECURITY AGREEMENT

        Additional Information:

        Pledged Stock:

        Pledged Partnership Interests:

        Pledged Partnership Interests Elected to be Treated as Securities:

        Pledged LLC Interests:

        Pledged LLC Interests Elected to be Treated as Securities:

        Pledged Trust Interests:

        Pledged Debt:

        Securities Account:

        Commodities Accounts:

        Deposit Accounts:

Exhibit A

Supplement to Schedule 4
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor
Description of Letters of Credit

Exhibit A

Supplement to Schedule 5
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Copyrights

(B)

Copyright Licenses

(C)

Patents

(D)

Patent Licenses

(E)

Trademarks

(F)

Trademark Licenses

(G)

Trade Secret Licenses

(H)

Intellectual Property Exceptions

Exhibit A

Supplement to Schedule 6
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor
Commercial Tort Claims

Exhibit A

QuickLinks

Exhibit 4.6

TABLE OF CONTENTS
Schedule 1 TO PLEDGE AND SECURITY AGREEMENT
GENERAL INFORMATION
Schedule 2 TO PLEDGE AND SECURITY AGREEMENT
Schedule 3 TO PLEDGE AND SECURITY AGREEMENT
INVESTMENT RELATED PROPERTY
Schedule 4 TO PLEDGE AND SECURITY AGREEMENT
Schedule 5 TO PLEDGE AND SECURITY AGREEMENT
Schedule 6 TO PLEDGE AND SECURITY AGREEMENT
ANNEX A
ANNEX B
Exhibit A TO PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
Supplement to Schedule 1 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 2 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 3 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 4 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 5 TO PLEDGE AND SECURITY AGREEMENT
Supplement to Schedule 6 TO PLEDGE AND SECURITY AGREEMENT

EX-4.7

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 4.7

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

        THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT dated as of June 30, 2004 (this "Agreement") is made by and among UTI Corporation, a Maryland corporation, as successor to MDMI Holdings, Inc., a Colorado corporation, f/k/a Medical Device Manufacturing, Inc. (the "Company"), KRG/CMS L.P. (as successor-in-interest to KRG Capital Fund I, L.P., KRG Capital Fund I (FF), L.P., KRG Capital Fund I (PA), L.P., KRG Capital Fund I (GER), L.P., KRG Co-Investment, L.L.C., CMS Diversified Partners, CMS Co-Investment Subpartnership and CMS PEP XIV Co-Investment Subpartnership) ("KRG"), DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, "DLJMB" and individually, a "DLJMB Fund"), certain other shareholders of the Company listed on Schedule I to this Agreement, and such other investors as may from time to time become a party to this Agreement. This Agreement shall amend, supersede and replace the Existing Shareholders' Agreement (as defined below).

WITNESSETH

        WHEREAS, the Company, KRG, and certain other of the investors listed on Schedule I to this Agreement entered into that certain Shareholders' Agreement dated July 6, 1999 which was later amended by those certain First Amendment to Shareholders' Agreement dated as of May 31, 2000 and Second Amendment to Shareholders' Agreement dated as of February 24, 2003 (the "Existing Shareholders' Agreement");

        WHEREAS, in connection with the investment by DLJMB in 7,568,980 shares of the Company's Class A-8 Convertible Preferred Stock and warrants to purchase additional shares of such class of preferred stock, the parties to the Existing Shareholders' Agreement desire to (1) amend the Existing Shareholders' Agreement to admit DLJMB as a party, to reconstitute the composition of the Company's board of directors and to make certain other modifications (collectively, the "DLJMB Amendments") and (2) to restate the Existing Shareholders' Agreement incorporating the DLJMB Amendments and all prior amendments solely for purposes of clarity; and

        WHEREAS, pursuant to Section 17 of the Existing Shareholders' Agreement, a majority in interest of the Holders has consented to the DLJMB Amendments in writing (a copy of which written consent is attached hereto).

        NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the parties agree as follows:

AGREEMENT

        1. Definitions.

        (a)   Affiliate. The term "Affiliate" shall mean any natural person, corporation, trust, joint venture, association, company, firm, partnership, limited liability company or other entity or government or governmental authority which, directly or indirectly, controls, is controlled by or is under common control with a Holder, where "control" (including "controlling," "controlled by" and "under common control with") of a such a person or entity means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of equity, by contract or otherwise.

        (b)   Common Stock. The term "Common Stock" shall mean the common stock of the Company, $.01 par value per share.

        (c)   Preferred Stock. The term "Preferred Stock" shall mean all preferred stock authorized under the Articles of Incorporation of the Company, as it may be amended or restated from time to time.

        (d)   Holders. The term "Holders" shall mean the persons or entities party to this Agreement who have acquired Equity Securities and their permitted transferees pursuant to the terms of this Agreement.

        (e)   New Securities. The term "New Securities" shall mean any capital stock of the Company (whether now authorized or not), rights, options or warrants to purchase such capital stock and securities of any type whatsoever that are, or may become, convertible into capital stock; provided, however, that the term "New Securities" does not include:

        (i)    securities issued pursuant to the acquisition of stock or assets of another entity or business segment of any such entity by the Company or its subsidiaries; provided, that such securities are issued to the owners of such acquired stock or assets;

        (ii)   securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement approved by the Board (as defined below);

        (iii)  securities issued to vendors or customers or to other persons in similar commercial situations with the Company if such issuance is approved by the Board;

        (iv)  securities issued in connection with obtaining debt financing from a recognized financial institution, whether issued to a lender, guarantor or other person if such issuance is approved by the Board; provided, however, that the foregoing securities shall be deemed "New Securities" for purposes of the preemptive rights pursuant to Section 4 hereof of such Holders (and only such Holders) that have acquired Equity Securities in connection with providing debt financing to the Company or its subsidiaries;

        (v)   securities issued in a firm commitment, underwritten public offering pursuant to a registration under the Securities Act of 1933, as amended (the "Securities Act");

        (vi)  securities issued in connection with any stock split, stock dividend or recapitalization of the Company;

        (vii) securities issued upon any exercise of any convertible securities, rights, options or warrants that, when issued, were subject to or exempt from the preemptive rights under Section 4; and

        (viii)     any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (vii) above.

        (f)    Equity Securities. The term "Equity Securities" shall mean any securities, including without limitation the Common Stock, the Preferred Stock and any securities convertible into or exercisable for any shares of the foregoing, or any option, agreement or commitment to issue any of the foregoing.

        (g)   Qualified Public Offering. The term "Qualified Public Offering" shall mean a firm commitment underwritten initial public offering of Equity Securities of the Company that is effected pursuant to a registration statement filed and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations thereunder, resulting in gross proceeds to the Company of not less than $100,000,000.

        (h)   DLJMBP3. "DLJMBP3" shall mean DLJ Merchant Banking Partners III, L.P.

2

        (i)    Shares. The term "Shares" (1) when used with respect to a particular Holder shall mean the Equity Securities currently owned or hereinafter acquired by such Holder, and (2) when used with respect to all Holders or with reference to aggregate amounts outstanding shall mean the aggregate Equity Securities currently or hereinafter outstanding owned by all the Holders, in each case on an as converted or as exercised (where appropriate) basis.

        2.     Prohibited Transfers. Each Holder shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of, including without limitation, transfers pursuant to the laws of testate or intestate succession, marital dissolution, legal separation or otherwise by operation of law ("Transfer") all or any Shares except as expressly provided in this Agreement; provided, however, that (i) each Holder may Transfer all or any of his or her Shares by way of gift to any member of his or her family or to any trust for the benefit of any such family member of the Holder (ii) each Holder may Transfer all or any of its Shares to an Affiliate, (iii) each Holder may Transfer all or any of its Shares pursuant to Rule 144 (or any successor provision) under the Securities Act of 1933, as amended, six months subsequent to the initial public offering of the Company, (iv) each of KRG, KRG Co-Investment, LLC, KRG Capital Fund I, L.P., KRG Capital Fund I (PA), L.P., KRG Capital Fund I (FF), L.P, KRG Capital Fund II, L.P., KRG Capital Fund II (PA), L.P., and KRG Capital Fund II (FF), L.P. may Transfer all or any of its Shares to its limited partners or members, as the case may be, (v) Birmingham Fire Insurance Company of Pennsylvania ("Birmingham") may transfer all or any of its Shares to any private investment fund sponsored by American International Group, Inc. ("AIG") or managed by a direct or indirect subsidiary of AIG, as the case may be and (vi) in the case of any DLJMB Fund, (A) any other DLJMB Fund, (B), any shareholder, member or general or limited partner of any DLJMB Fund (a "DLJMB Partner"), and any corporation, partnership, limited liability company, or other entity that is an Affiliate of any DLJMB Partner (collectively, "DLJMB Affiliates"), or (C) any trust the beneficiaries of which, or any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which, include only such DLJMB Funds or DLJMB Affiliates; and provided, further, that any such transferee of a Holder shall agree in writing with the parties to this Agreement, as a condition to such transfer, to be bound by all of the provisions of this Agreement (each a "Permitted Transfer"). As used herein, the word "family" shall include any spouse, lineal ancestor or descendant, brother or sister.

        3.     Right of First Refusal. Other than a Permitted Transfer, before any Equity Securities may be Transferred by a Holder (the "Selling Holder") such Equity Securities (the "Selling Holder Shares") shall first be offered to the Company and then to the Holders in the following manner:

        (a)   Notice by the Selling Holder. The Selling Holder shall deliver a notice by certified mail ("Notice") to the principal business office of the Company and to each of the Holders stating (i) his bona fide intention to sell or Transfer the Selling Holder Shares, (ii) the number of Selling Holder Shares to be Transferred, (iii) the price and terms, if any, for which he proposes to Transfer the Selling Holder Shares and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms.

        (b)   Company's Right to Purchase Selling Holder Shares. The Company shall have the right at any time within thirty (30) days of receipt of the Notice to purchase some or all of the Selling Holder Shares at the price per share specified in the Notice.

        (c)   Notice by the Company. If the Company (or its designee(s)) desires to purchase all or any part of the Selling Holder Shares, the Company (or its designee(s)) shall communicate in writing of its election to purchase the Selling Holder Shares to the Selling Holder and Holders ("Company Election") which communication shall state the number of Selling Holder Shares the Company desires to purchase and shall be given in accordance with the notice requirements of this Agreement.

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        (d)   Holders' Right to Purchase Selling Holder Shares. If the Company (or its designee(s)) does not purchase all of the Selling Holder Shares, each Holder or a designated Affiliate shall have the right within ten (10) days of receipt of the Company Election to purchase that number of the balance of the Selling Holder Shares as shall be equal to the number of Selling Holder Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Holder and its Affiliates and the denominator of which shall be the aggregate number of Shares then owned by all of the Holders who have delivered an election to purchase the Selling Holder Shares. The amount of Selling Holder Shares that each Holder and its Affiliates is entitled to purchase under this Section 3(d) shall be referred to as the "Pro Rata Fraction." Each Holder desiring to purchase the Selling Holder Shares under this Section 3 shall communicate in writing of its election to purchase the Selling Holder Shares to the Selling Holder ("Shareholder Election") which communication shall state the number of Selling Holder Shares such Holder and its Affiliates desire to purchase and shall be given in accordance with the notice requirements of this Agreement.

        (e)   Oversubscription. Each Holder shall have the right of oversubscription such that if a Holder fails to purchase all of his Pro Rata Fraction, the other Holder shall have the right to purchase the balance of Selling Holder Shares not so purchased. Such right of oversubscription may be exercised by the Holder by offering to purchase more than his Pro Rata Fraction. If, as a result thereof, such oversubscription exceeds the total number of Selling Holder Shares available in respect of such oversubscription rights, the oversubscribing Holder shall be cut back with respect to his oversubscription on a pro rata basis in accordance with his respective Pro Rata Fraction or as the Holders may otherwise agree amongst themselves.

        (f)    Selling Holder's Right to Sell Selling Holders Shares. Notwithstanding any of the foregoing subsections in this Section 3, if the Company and/or the Holders do not purchase all of the Selling Holder Shares pursuant to this Section 3, each of the Company's and the Holders' right to purchase the Selling Holder Shares shall be forfeited and the Selling Holder may Transfer all of the Selling Holder Shares to the proposed purchaser (identified in the Notice) on terms no less favorable than as set forth in the Notice. In the event the Selling Holder does not sell the Selling Holder Shares to the proposed purchaser within 120 days after the date of the Notice, the Selling Holder shall not sell any Selling Holder Shares without first offering to sell the Selling Holder Shares to the Company and Holders pursuant to this Section 3.

        (g)   Notice Constitutes an Agreement to Purchase. If the Company (or its designee(s)) or the Holders elect to purchase all or any portion of the Selling Holder Shares, the Company Notice or a Shareholder Notice delivered by the Company or any of the Holders shall be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Selling Holder Shares. Sales of Selling Holder Shares to be sold to the Company (or its designee(s)) or to the Holders pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date of the Notice (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the delivery to the Company of a certificate or certificates evidencing the Selling Holder Shares to be purchased by the Company (or its designee(s)) or the Holders, duly endorsed for transfer to such party, in exchange for cash payment to the Selling Holder in the amount of the purchase price therefor by the party purchasing such Selling Holder Shares.

        4.     Preemptive Right.

        (a)   General. If the Company issues any New Securities, it shall offer to sell to each Holder, a Ratable Portion (defined below) of such New Securities on the same terms and conditions and at the lowest price as such New Securities are issued to any person. "Ratable Portion" shall mean that portion of such New Securities that bear the same ratio (including for this purpose all New

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Securities which may be purchased by the Holders pursuant to this Section 4) as the number of Shares held by such Holder bears to all Shares then outstanding.

        (b)   Procedure. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Holder written notice of its intention to issue New Securities (also referred to as the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Holder shall have ten (10) days from the date of receipt of any such Notice to agree in writing to purchase or allow an Affiliate to purchase his Ratable Portion of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed his Ratable Portion). If a Holder fails to agree in writing within such ten day period to purchase or allow an Affiliate to purchase his full Ratable Portion of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Ratable Portion of such New Securities that he did not so agree to purchase and the Company shall promptly give the remaining Holders who timely agreed to purchase their full Ratable Portion of such offering of New Securities (a "Purchasing Holder") written notice of the failure of the Nonpurchasing Holder to purchase his full Ratable Portion of New Securities (the "Overallotment Notice"). A Purchasing Holder shall have a right of overallotment such that the Purchasing Holder may agree to purchase or allow an Affiliate to purchase the Nonpurchasing Holders' unpurchased Ratable Portion at any time within five (5) days after receiving the Overallotment Notice. If more than one Purchasing Holder wishes to purchase the Nonpurchasing Holders' unpurchased Ratable Portion, the overallotment shall be divided among the Purchasing Holders based on each such Purchasing Holder's Ratable Portion.

        (c)   Failure to Exercise. In the event that a Holder fails to exercise the rights granted to him in Sections 4(a) and (b) above (the "Preemptive Right") within such ten (10) plus five (5) day period, then the Company shall have 120 days thereafter to sell the New Securities with respect to which the Holder's Preemptive Rights were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company's Notice to the Holders. In the event that the Company has not issued and sold the New Securities within such 120 day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Holders pursuant to this Section 4.

        5.     Tag-Along Rights. Subject to the provisions of Section 3 hereof and except for a Permitted Transfer under Section 2, in the event a Holder (an "Offering Holder") intends to Transfer Shares (also referred to as "Offered Shares"), such Offering Holder shall notify each other Holder, in writing, of such Transfer and its terms and conditions, including, without limitation, (i) his bona fide intention to sell or Transfer the Offered Shares, (ii) the number of Offered Shares to be Transferred, (iii) the price and terms, if any, for which he proposes to Transfer the Offered Shares and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of shares on the stated price and terms ("Offering Holder Notice"). Within 20 days of the date of such notice, each Holder (other than the Offering Holder) shall notify the Offering Holder in writing (the "Co-Sale Notice") if it or he elects to participate in such Transfer. Each Holder that so notifies the Offering Holder shall have the right to sell, at the same price and on the same terms as the Offering Holder, an amount of shares equal to the Shares the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares issued and owned by such Holder and the denominator of which shall be the aggregate number of Shares issued and owned by the Offering Holder and each Holder exercising its rights under this Section 5. Nothing contained in this Section 5 shall in any way limit or restrict the Offering Holder's ability to amend, modify or terminate any agreement with a third party with respect to any Transfer of its Shares pursuant to this Section 5, and the Offering Holder shall have no liability to any Holder with respect to

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such amendment, modification or termination unless any of the foregoing breaches this Agreement. If no Co-Sale Notice is received during the 20-day period referred to above (or if the Co-Sale Notice does not cover all of the Shares proposed to be Transferred), the Offering Holder shall have the right, for a 60-day period after the expiration of the 20-day period referred to above, to Transfer the Shares specified in the Offering Holder Notice (or the remaining Shares) on terms and conditions no more favorable than those stated in the Offering Holder Notice, so long as the proposed purchaser agrees to enter into a joinder of this Agreement whereby such person shall become subject to the terms and conditions hereof.

        6.     Drag-Along Rights.

        (a)   General. Subject to the provisions of Section 3 and the prior approval of a majority of the directors of the Board, in the event a Holder or Holders owning more than 75% of the issued and outstanding Shares (the "Selling Group") wish to Transfer in a bona fide arms' length sale all of the Shares then owned by them to any person who is not an affiliate of such Selling Group (the "Proposed Transferee"), the Selling Group shall have the right (the "Drag-Along Right") upon the approval of a majority of the directors of the Board to require all of the Holders to sell to the Proposed Transferee all of the Shares then owned by such Holders for the same per share consideration and otherwise on the same terms received by the Selling Group. Each Holder agrees to take all steps necessary to enable it or him to comply with the provisions of this Section 6, including the delivery of certificates for all such Shares duly endorsed or accompanied by appropriate instruments of transfer and free and clear of any liens or other encumbrances; provided, however, that in connection with any such transaction (x) each Holder shall not be required to make any representations or warranties except those relating to (i) its own due organization and execution and delivery of the relevant agreement, (ii) the enforceability of the relevant agreement against it and absence of conflicts with agreements and laws applicable to it and (iii) its ownership of securities being sold by it, (y) the Holders shall not be required to provide any post-closing indemnities except as provided in clause (z) below and (z) in the event that a portion of the purchase price is placed in escrow to support purchase price adjustment obligations post-closing (including indemnification for breaches of representations or warranties relating to the Company and its subsidiaries), the Holders will have a pro rata portion of their purchase price placed in such escrow to be utilized to pay any such indemnification obligations.

        (b)   Procedure. To exercise a Drag-Along Right, the Selling Group shall, after receiving Board approval in accordance with Section 6(a), give each Holder a written notice (the "Drag-Along Notice") containing (i) the name and address of the Proposed Transferee, and (ii) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Holder shall thereafter be obligated to sell its Shares subject to such Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within sixty (60) days of delivery of the Drag-Along Notice. If the sale is not consummated within such 60-day period, then each Holder shall no longer be obligated to sell such Holder's shares pursuant to that specific Drag-Along Right, but each Holder's shares shall remain subject to the provisions of this Section 6.

        7.     Legend. Each existing or replacement certificate for Shares now owned by the Holders shall bear the following legend upon its face:

        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN (1) A SUBSCRIPTION AGREEMENT, DATED AS OF                        , BY AND BETWEEN THE COMPANY AND A CERTAIN INVESTOR AND

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(2) AN AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED AS OF                  , 2004, BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS, AS THE SAME IS AMENDED AS OF THE DATE HEREOF, AND THE cOMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS AND RESTRICTIONS HAVE BEEN FULFILLED OR LIFTED WITH RESPECT TO SUCH TRANSFER. A COPY OF THE CONDITIONS OR AGREEMENTS REFERENCED ABOVE MAY BE OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY."

        Each of the undersigned parties agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 7 to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed or modified upon termination of the conditions or restrictions set forth therein.

        8.     Voting Agreements.

        (a)   Certificate Incorporation of the Company. The Holders acknowledge that the Certificate of Incorporation attached as Exhibit A will be in effect as the Articles of Incorporation, of the Company as of the date hereof. The provisions of Exhibits A are hereby approved by, and made a part of the agreement among, the parties hereto.

        (b)   By-Laws of the Company. The Holders acknowledge that the By-Laws attached as Exhibit B will be in effect as the By-Laws of the Company as of the date hereof. The provisions of Exhibit B are hereby made a part of the agreement among the parties hereto.

        (c)   Board of Directors.

        (i)    The Board of Directors of the Company (the "Board") shall initially be comprised of eleven directors (each a "Director"), subject to increase or decrease only by the mutual written consent of DLJMB and KRG. During the term of this Agreement and at any special or annual meeting of the Holders at which directors are to be elected to the Board, (A) DLJMB shall be entitled to designate four directors to sit on the Board (the "DLJMB Directors"); (B) KRG shall be entitled to designate six directors to sit on the Board (the "KRG Directors"); and (C) the Chief Executive Officer of the Company shall be designated as a director to sit on the Board, who initially shall be Ron Sparks. At any time, KRG shall have the right to reduce the number of KRG Directors to five and, at such time, if the total number of Directors is reduced from eleven to nine then the number of DLJMB Directors shall automatically be reduced to three. At such time, DLJMB agrees to take such actions as may be necessary to reduce the number of DLJMB Directors in accordance with the foregoing. The rights granted with respect to the Holders pursuant to subclauses (A) and (B) of this Section 8(c)(i) shall continue with respect to such Holders until such time as the applicable Holders own less than 5% of the Company's outstanding Common Stock on a fully diluted and fully converted basis (excluding unvested options).

        (ii)   Any Holder that (x) does not have the power to designate one or more directors to sit on the Board in accordance with clause (i) of this Section 8.1(c)(i) and (y) owns at least 5% of the Company's outstanding Common Stock on a fully diluted and fully converted basis (excluding unvested options) shall have the right to (1) appoint an observer to the Board who shall be entitled to all notices and documentary information distributed to, and to attend all meetings of, the Board generally but shall have no voting or similar rights with respect thereto, (2) meet with, upon reasonable prior notice and request, and discuss during normal business hours the business and operations of the Company with the Company's senior officers and representatives of KRG, in each case at locations convenient to the parties

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thereto and (3) receive such other information relating to the Company (including industry analysis and other strategic information in the possession of the Company) as it may reasonably request, providing that such information shall be subject in each case to confidentiality requirements as the Company deems reasonably necessary. Any observer rights exercised hereunder shall be at the cost and expense of the Holder exercising such rights other than with respect to the provision of notices and informational materials, and no observer shall be entitled to any form of compensation or per diem.

        (iii)  All Holders shall be entitled to receive those quarterly and annual financial reports of the Company provided to the Company's senior lender within 15 days of the distribution of any such report to such senior lender. Additionally, any Holder that owns at least 2.5% of the Company's outstanding Common Stock on a fully diluted and fully converted basis (excluding unvested options) shall have the right to receive upon request all documentary information provided to members of the Board generally.

        (iv)  The Board shall not reconstitute the Executive Committee without the consent of the DLJMB Directors.

        (d)   Replacement and Removal of Directors. In the event of resignation, death, removal or disqualification of a director selected in accordance with Section 8(c), the shareholders entitled to designate such director shall promptly designate a replacement director (or in the case of Section 8(c)(i)(C), the new Chief Executive Officer) and in all other cases the directors by a majority vote shall promptly designate a replacement director. The shareholders entitled to designate a director in accordance with Section 8(c) may remove their designated director(s) at any time and from time to time, with or without cause (subject to the By-Laws of the Company as in effect from time to time and any requirements of law), in their sole discretion, and after written notice to each of the Holders hereto of the new person to replace such director.

        (e)   Agreement to Cooperate. In order to effectuate the provisions of this Section 8, when any action or vote is required to be taken by any Holder pursuant to this Section 8 each Holder shall (i) use such Holder's best efforts and take all actions necessary to call, or cause the Company and the appropriate officers and directors of the Company to call, a special or annual meeting of shareholders of the Company, or execute or cause to be executed a consent in writing in lieu of any such meeting pursuant to the Maryland General Corporation Law or any other governing law, to effectuate such shareholder action; and (ii) vote such Holder's Shares (either in person, by proxy or by written consent and whether owned or held of record) to take whatever action is consistent with the terms and intent of this Section 8 and is required to be taken pursuant to this Agreement.

        (f)    Conflicting Charter or By-Law Provisions. Each Holder shall vote his, her or its Shares, and shall take all actions necessary, to ensure that the Company's Articles of Incorporation and By-Laws do not, from time to time, conflict with the provisions of this Agreement. No Holder shall grant any proxy or enter into or agree to be bound by any voting trust with respect to his, her or its Shares, nor shall any Holder enter into any shareholders agreement or arrangement of any kind with any person with respect to his, her or its Shares, inconsistent with the provisions of this Agreement (whether or not such trust, agreement or arrangement is with other shareholders of Shares that are not parties to this Agreement).

        (g)   Subsidiary Boards. DLJMB shall be entitled to proportionate representation on all Board committees, the board of directors of Medical Device Manufacturing, Inc. and any other subsidiaries with a board of directors substantially similar to the Board of the Company, and shall have the right to appoint one director on the boards of directors of any subsidiary of the Company in which KRG or any of its Affiliates have at least one board representative.

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        9.     Issuance of Options. Notwithstanding anything in this Agreement to the contrary, the Company may not issue options under its stock option plans to officers, directors and employees that exceed, in the aggregate, 10% of the then outstanding shares of Common Stock on a fully diluted and converted basis without the prior approval of a majority in interest of the Holders.

        10.   Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or transmitted by facsimile or electronic mail (with request for immediate confirmation of receipt in a manner customary for communications of such type and with physical delivery of the communication being made by one of the other means specified in this Section 9 as promptly as practicable thereafter). Such notices, demands and other communications shall be addressed (i) in the case of a Holder, to his address as is designated in writing from time to time by such Holder, (ii) in the case of the Company, to its principal office, and (iii) in the case of any transferee of a party to this Agreement or its transferee, to such transferee at its address as designated in writing by such transferee to the Company from time to time.

        11.   Assignment of Rights. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, the parties' respective successors, permitted assigns and legal representatives.

        12.   Term. This Agreement shall terminate upon the earlier of (i) immediately before (and conditioned upon) the closing of a Qualified Public Offering or (ii) immediately before (and conditioned upon) the closing of the merger of the Company with and into a company that is publicly traded on a nationally recognized stock exchange or over-the-counter market and the Company is not the surviving entity.

        13.   Entire Agreement; Governing Law. This instrument contains the entire understanding of the parties with respect to the subject matter hereof, supersedes all other agreements between or among any of the parties with respect to the subject matter hereof and cannot be altered or otherwise amended except pursuant the terms of Section 17 below. This Agreement shall be interpreted under the laws of the State of Colorado without reference to its principles of conflicts of laws.

        14.   Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

        15.   Spousal Consent. The spouses of the individual Holders are fully aware of, understand and fully consent and agree to the provisions of this Agreement and its binding effect upon any community property interests or similar marital property interests in Equity Securities they may now or hereafter own, and agree that the termination of their marital relationship with any Holder for any reason shall not have the effect of removing any Equity Securities otherwise subject to this Agreement from the coverage of this Agreement and that their awareness, understanding, consent and agreement are evidenced by their signing this Agreement. Furthermore, each individual Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver, upon the request of the company, a counterpart of this Agreement, or an Adoption Agreement in a form satisfactory to the Company.

        16.   Remedy. Any Transfer or attempted Transfer in breach of this Agreement shall be void and of no effect; provided, that the Company may determine to treat any attempted Transfer in breach of this Agreement, as an offer pursuant to Section 3. Additionally, the time periods set forth in Section 3 shall begin to run as of the date the Company receives evidence satisfactory to it of such attempted Transfer. In connection with any attempted Transfer in breach of this Agreement, the Company may hold and refuse to transfer any Equity Securities or any certificate therefor tendered to it for transfer, in

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addition to and without prejudice to any and all other rights or remedies which may be available to it or the Holders. Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to that Section 3 shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief.

        17.   Stockholders Representative. For purposes of this Agreement, each DLJMB Fund hereby consents to the appointment of DLJMBP3, as representative (the "Stockholders Representative") of DLJMB, and as attorney-in-fact for and on behalf of DLJMB, and, subject to the express limitations set forth below, the taking by the Stockholders Representative of any and all actions and the making of any decisions required or permitted to be taken by DLJMB under this Agreement. The Stockholders Representative will have unlimited authority and power to act on behalf of DLJMB with respect to this Agreement (including the right to appoint the DLJMB Directors hereunder) and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement so long as all DLJMB Funds are treated in the same manner. DLJMB will be bound by all actions taken by the Stockholders Representative in connection with this Agreement. In performing its functions hereunder, the Stockholders Representative will not be liable to DLJMB in the absence of gross negligence or willful misconduct.

        18.   Further Instruments and Actions. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. The parties further agree to cooperate affirmatively with the Company, to the extent reasonably requested by the Company to enforce rights and obligations to this Agreement.

        19.   Amendments and Waivers. Any term of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of a majority in interest of the Holders; provided, however, that any amendment of this Agreement that shall adversely impact any Holders of a series of Equity Securities in a manner different from other Holders shall require the written consent of 66²/3% in interest of the Holders of the series of Equity Securities so adversely affected. Notwithstanding the foregoing, no amendment to or waiver of any provision of Section 8(c)(i) of this Agreement shall be effective without the mutual written consent of KRG and DLJMB. Any amendment or waiver effected in accordance with this Section 19 shall be binding upon the Company and the Holders.

        20.   Rights; Severability. Unless otherwise expressly provided herein, a Holder's rights hereunder are several rights, not rights jointly held with any other Holder. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        21.   Specific Enforcement; Cumulative Remedies. The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

        22.   Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, both of which need not contain the signatures of more than one party, but both such counterparts taken

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together will constitute one and the same Agreement. This Agreement may be executed and delivered by facsimile transmission.

* * * * *

        This amendment and restatment of the Existing Shareholders' Agreement has been effected by the written consent of a majority of the Holders pursuant to Section 17 thereof. A copy of such written consent is attached hereto.

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AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

EX-4.8

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Exhibit 4.8

ANTI-DILUTION AGREEMENT
AMONG
MDMI HOLDINGS, INC.
and
the parties named herein
Dated as of May 31, 2000

TABLE OF CONTENTS(1)

(1)

This Table of Contents does not constitute a part of this Agreement or have any bearing upon the interpretation of any of its terms or provisions.

		Page
SECTION 1.	Reservation of Shares	2
SECTION 2.	Payment of Taxes	3
SECTION 3.	Obtaining Stock Exchange Listings	3
SECTION 4.	Adjustment of Number of Preferred Shares	3
SECTION 5.	Fractional Interests	9
SECTION 6.	Adjustment Right Notices to Holders	9
SECTION 7.	Notices to Company and Holder	9
SECTION 8.	Supplements and Amendments	9
SECTION 9.	Successors	10
SECTION 10.	Termination	10
SECTION 11.	Governing Law	10
SECTION 12.	Benefits of This Agreement	10
SECTION 13.	Counterparts	10

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        ANTI-DILUTION AGREEMENT (the "Anti-Dilution Agreement" or this "Agreement") dated as of May 31, 2000 (the "Issue Date") between MDMI Holdings, Inc., a Colorado corporation (the "Company"), and the parties named herein (together with their successors and assigns, the "Holders").

        Terms defined in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of May 31, 2000 among the Company, Medical Device Manufacturing, Inc., a Colorado corporation and a wholly owned subsidiary of the Company ("MDM"), the guarantors named therein (the "Guarantors") and the purchasers named therein (the "Purchasers") unless defined herein are used as therein defined.

        WHEREAS, the Company proposes to issue shares (the "Preferred Shares") of Class AA Convertible Preferred Stock, as hereinafter described (the "Convertible Preferred Stock"), to purchase up to 5% of the fully diluted common equity of the Company (which is the sum of the total number of-, shares of Common Stock (the "Common Stock") of the Company and the total number of shares of Common Stock into which securities of the Company are convertible and outstanding on the Issue Date) (the Common Stock issuable on exercise of the Preferred Shares being referred to herein as the "Convertible Shares") in connection with a private placement of the Company's Senior Notes due 2008, each Preferred Share entitling the holder thereof to acquire one Convertible Share; and

        WHEREAS, the Company proposes to issue shares of Preferred Shares to purchase up to 3% of the fully diluted common equity of the Company in connection with a private placement of MDM's 13.5% Senior Subordinated Notes due 2007, unconditionally guaranteed on an unsecured senior subordinated basis by each of the Guarantors, each Preferred Share entitling the holder thereof to acquire one Convertible Share.

        NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

        SECTION 1.    Reservation of Shares.    (a)    The Company or, if appointed, the transfer agent for the Company's capital stock (the "Transfer Agent") and every subsequent transfer agent for any shares of the Company's capital stock will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for the purpose of issuing additional Convertible Preferred Shares upon adjustments pursuant to Section 4 hereof. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company's capital stock. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 7 hereof.

        The Company covenants that all Preferred Shares which may be issued and paid for as provided in the Securities Purchase Agreement will, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

        (b)   The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Convertible Shares upon conversion of Preferred Shares, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Convertible Preferred Shares.

        SECTION 2.    Payment of Taxes.    The Company will pay all documentary stamp taxes attributable to the initial issuance of Preferred Shares, and Convertible Shares upon the exercise of Preferred Shares.

        SECTION 3.    Obtaining Stock Exchange Listings.    The Company will from time to time take all action which may be necessary so that the Convertible Shares, immediately upon their issuance upon

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the exercise of the Preferred Shares, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

        SECTION 4.    Adjustment of Number of Preferred Shares.    In the event an adjustment is required under the terms of this Section 4, each Holder of Shares shall have the right (the "Adjustment Right") to purchase, at a price equal to their par value, any or all of that number of Preferred Shares determined pursuant to the formulas set out in this Section 4. For purposes of this Section 4, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without preference or limit as to per share amount, and "Preferred Shares", if the Company has no outstanding shares of preferred stock at the time as a result of a mandatory conversion of all shares of preferred stock by the Company, means the Convertible Shares until such Convertible Shares cease to be Registrable Shares (as defined in the Second Amended and Restated Registration Rights Agreement dated as of May 31, 2000 among the Company, KRG Capital Fund I, L.P., KRG Capital Fund I (FF), L.P., KRG Capital Fund I (PA), L.P., KRG Co-Investment, L.L.C., the Purchasers and the other Holders listed on Schedule I thereto, except that clause (ii) shall be inapplicable). Any securities acquired by a Holder of Preferred Shares pursuant to the adjustment provisions set forth below shall constitute Preferred Shares for purposes of this Agreement.

        (a)   Adjustment for Common Stock Issue.

        If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Preferred Shares which would be held by a Holder of Preferred Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the formula:

N1 = N ×	A
	O + P M

where:

N1	=	the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right.
N	=	the then current number of Preferred Shares held by such Holder.
0	=	the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares.
P	=	the aggregate consideration received for the issuance of such additional shares.
M	=	the current market price per share of Common Stock on the date of sale of such additional shares.
A	=	the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance.

        The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

        This subsection (a) does not apply to:

        (1)   the conversion or exchange of securities convertible or exchangeable for Common Stock,

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        (2)   Common Stock issued to shareholders of any per son which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person, or

        (3)   Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting.

        (b)   Adjustment for Convertible Securities Issue.

        If the Company issues any securities convertible into or exchangeable for Common Stock for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of Preferred Shares which would be held by a Holder of Preferred Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with this formula:

N1 = N ×	O + D
	O +	P
		M × C

where:

N1	=	the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right.
N	=	the then current number of Preferred Shares held by such Holder.
0	=	the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities.
P	=	the aggregate consideration received for the issuance of such securities.
M	=	the current market price per share of Common Stock on the date of sale of such securities.
D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.
C	=	the maximum number of shares of Common Stock into which one share of each such security is convertible into.

        The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

        If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of Preferred Shares shall promptly be readjusted to the number of Preferred Shares which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

        This subsection (b) does not apply to:

        (1)   convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person; provided that such securities are substantially similar to the Class A-l Convertible Preferred Stock of the Company (except as to liquidation preference),

        (2)   convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,

        (3)   convertible securities issued as dividends on the Company's Class A-l 5% Convertible Preferred Stock or such other classes of the Company's convertible preferred stock; provided that such other convertible preferred stock and convertible securities issued as dividends thereon shall have substantially similar terms to the Class A-l 5% Convertible Preferred Stock

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other than with respect to liquidation preference thereon; provided, further, that this clause (3) shall not apply to such dividends paid in excess of 5% per annum,

        (4)   the issuance of convertible securities substantially similar to the Company's Class B-l Convertible Preferred Stock; provided that no such securities are issued to a person who was a shareholder or an affiliate of the Company prior to such issuance, or

        (5)   options granted to the Company' employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law (but only to the extent that the aggregate number of options excluded hereby and granted on or after Issue Date shall not exceed 10% of the Common Stock out standing on a fully diluted basis on the Issue Date, exclusive of antidilution adjustments thereunder).

        (c)   Current Market Price.

        In subsections (a) and (b) of this Section 4, the current market price per share of Common Stock on any date is the average of the Quoted Prices of the Common Stock for 30 consecutive trading days commencing 45 trading days before the date in question. The "Quoted Price" of the Common Stock is the last reported sales price of the Common Stock as reported by NASDAQ, National Market System, or if the Common Stock is listed on a securities exchange, the last reported sales price of the Common Stock on such exchange which shall be- for consolidated trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of one or more such quotations, the Board of Directors of the Company shall determine the current market price (i) based on the most recently completed arm's-length transaction between the Company and a person other than an Affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six months preceding such date, (ii) if no such transaction shall have occurred on such date or within such six-month period, the value of the security most recently determined as of a date within the six months preceding such date by a nationally recognized investment banking firm or appraisal firm which is not an Affiliate of the Company (an "Independent Financial Advisor") or (iii) if neither clause (i) nor (ii) is applicable, the value of the security determined as of such date by an Independent Financial Advisor.

        (d)   Consideration Received.

        For purposes of any computation respecting consideration received pursuant to subsections (a) and (b) of this Section 4, the following shall apply:

        (1)   in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;

        (2)   in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the ac counting treatment thereof), whose determination shall be described in a Board resolution;

        (3)   in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).

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        (e)   When De Minimis Adjustment May Be Deferred.

        No adjustment in the number of Preferred Shares need be made unless the adjustment would require an increase or decrease of at least 1% in the number of Preferred Shares held by each Holder. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

        All calculations under this Section shall be made to the nearest 1/100th of a share.

        (f)    When No Adjustment Required.

        No adjustment need be made for a change in the par value or no par value of the Common Stock.

        (g)   Notice of Adjustment.

        Whenever the number of Preferred Shares may be adjusted, the Company shall provide notice to the Holder as set forth in Section 6 hereof.

        (h)   No Dilution or Impairment.

        If any event shall occur as to which the provisions of this Section 4 are not strictly applicable but the failure to make any adjustment would adversely affect the Adjustment Rights represented by the Preferred Shares in accordance with the essential intent and principles of this Section, then, in each such case, the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the purchase rights represented by the Preferred Shares. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Preferred Shares and shall make the adjustments described therein.

        The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Preferred Shares, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Preferred Shares against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Preferred Shares from time to time outstanding and (2) will not take any action which results in any adjustment of the number of Preferred Shares if the total number of Preferred Shares, or Convertible Shares issuable after the action upon the exercise of all of the Preferred Shares, would exceed the total number of Preferred Shares or shares of Common Stock, as the case may be, then authorized by the Company's certificate of incorporation and available for the purposes of issue.

        (i)    Reorganization of Company.

        If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Adjustment Right shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of Preferred Shares would have owned immediately after the consolidation, merger, transfer or lease if the Holder had exercised the Adjustment Right immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any

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such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Agreement. The successor company shall mail to Holders of Preferred Shares a notice describing the supplemental Agreement.

        If the issuer of securities deliverable upon exercise of Adjustment Rights under the supplemental Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Agreement.

        If this subsection (i) applies, subsections (a) and (b) of this Section 4 do not apply.

        (j)    Exercise of Adjustment Right.

        In the event that a Holder of Preferred Shares is granted an Adjustment Right pursuant to this Section 4, such Holder shall have 30 days from the later of the date of any action requiring an adjustment and the date notice of such action is provided pursuant to Section 6 hereof to exercise such Adjustment Right. Any Adjustment Right may be exercised by delivery of a notice to the Company a certified check payable to the order of the Company in an amount equal to the aggregate par value of the additional Preferred Shares to be issued to such Holder pursuant to its exercise of the Adjustment Right. Upon delivery of such Notice, such payment, the Company shall promptly cause the additional Preferred Shares to be issued and delivered to such Holder or to another person or address specified in writing by such Holder.

        SECTION 5.    Fractional Interests.    Any Adjustment Rights may be exercised in full or in part; provided that the Company shall not be required to issue fractional Preferred Shares on the exercise of Adjustment Rights. If more than one Adjustment Right shall be exercised at the same time by the same Holder, the number of full Preferred Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Preferred Shares purchasable on exercise of the Adjustment Rights so requested to be exercised. If any fraction of a Preferred Share would, except for the provisions of this Section 5, be issuable on the exercise of any Adjustment Rights (or specified portion thereof), the Company shall pay an amount in cash equal to the product of (i) such fraction of an Adjustment Right Preferred Share and (ii) the current market price of a share of Preferred Stock.

        SECTION 6.    Adjustment Right Notices to Holders.    Upon any event which may require adjustment of the number of Preferred Shares pursuant to Section 4, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate which includes the report of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the number of Preferred Shares issuable upon exercise of the Adjustment Right in respect of each Preferred Share and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders of the Preferred Shares at his or her address appearing on the share register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7.

        SECTION 7.    Notices to Company and Holders.    Any notice or demand authorized by this Agreement to be given or made by the registered holder of any Preferred Share to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed to the office of the Company expressly designated by the Company at its office for

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purposes of this Agreement (until the Holders are otherwise notified in accordance with this Section by the Company), as follows:

MDMI Holdings, Inc.
200 West 7th Avenue
Collegeville, Pennsylvania 19426
Facsimile: (610) 409-2470
Attention: Chief Financial Officer

        Any notice pursuant to this Agreement to be given by the Company to the registered holder(s) of any Preferred Share shall be sufficiently given when and if deposited in the mail, first class or registered, postage prepaid, addressed (until the Company is otherwise notified in accordance with this Section by such holder) to such holder at the address appearing on the Preferred Share register of the Company.

        SECTION 8.    Supplements and Amendments.    The Company may from time to time supplement or amend this Agreement with the written consent of Holders of a majority of the then outstanding Preferred Shares and Convertible Shares.

        SECTION 9.    Successors.    All the covenants and provisions of this Agreement by or for the benefit of the Company and the Holders shall bind and inure to the benefit of their respective successors and assigns hereunder.

        SECTION 10.    Termination.    This Agreement shall terminate at 5:00 p.m., New York City time on June 1, 2010.

        SECTION 11.    Governing Law.    THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.

        SECTION 12.    Benefits of This Agreement.    Nothing in this Agreement shall be construed to give to any person or corporation other than the Company and the registered holders of the Preferred Shares any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company and the registered holders of the Preferred Shares and the Preferred Shares. Nothing herein shall prohibit or limit the Company from entering into an agreement providing holders of securities which may hereafter be issued by the Company with such registration rights exercisable at such time or times and in such manner as the Board of Directors shall deem in the best interests of the Company so long as the performance by the Company of its obligations under such other agreement will not cause the Company to breach its obligations hereunder to the Holders.

        SECTION 13.    Counterparts.    This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

MDMI HOLDINGS, INC.
By:	/s/  BRUCE L. ROGERS
	Name:	Bruce L. Rogers
	Title:	Vice President
DLJ INVESTMENT PARTNERS II, L.P.
By:	DLJ INVESTMENT PARTNERS II, INC., as managing general partner
By:	/s/  IVY DODES
	Name:	Ivy Dodes
	Title:	Vice President
DLJ INVESTMENT FUNDING II, INC.
By:	/s/  IVY DODES
	Name:	Ivy Dodes
	Title:	Vice President
DLJ ESC II L.P.
By:	DLJ LBO PLANS MANAGEMENT CORPORATION, as general partner
By:	/s/  IVY DODES
	Name:	Ivy Dodes
	Title:	Vice President
DLJ INVESTMENT PARTNERS, L.P.
By:	DLJ INVESTMENT PARTNERS, INC., as managing general partner
By:	/s/  IVY DODES
	Name:	Ivy Dodes
	Title:	Vice President

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RELIASTAR FINANCIAL CORP.
By:	/s/  MARK S. JORDAHL
	Name:	MARK S. JORDAHL
	Title:	SENIOR VICE PRESIDENT

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ANTI-DILUTION AGREEMENT AMONG MDMI HOLDINGS, INC. and the parties named herein Dated as of May 31, 2000
TABLE OF CONTENTS(1)

EX-4.9

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Exhibit 4.9

THIRD AMENDED & RESTATED
REGISTRATION RIGHTS AGREEMENT

        This THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT dated as of June 30, 2004 (this "Agreement") is made by and among UTI Corporation, a Maryland corporation, successor to MDMI Holdings, Inc., a Colorado corporation formerly known as Medical Device Manufacturing, Inc. (the "Company"), KRG/CMS L.P. (as successor-in-interest to KRG Capital Fund I, L.P., KRG Capital Fund I (FF), L.P., KRG Capital Fund I (PA), L.P., KRG Capital Fund I (GER), L.P., KRG Co-Investment, L.L.C., CMS Diversified Partners, CMS Co-Investment Subpartnership and CMS PEP XIV Co-Investment Subpartnership), DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (together, "DLJMBP"), and the other Holders listed on Schedule I hereto, as such schedule may be amended from time to time. This Agreement shall amend, supersede and replace that certain Registration Rights Agreement dated July 6, 1999 and subsequently amended and restated January 11, 2000 and May 31, 2000 (this last being referred to herein as the "Existing Registration Rights Agreement").

        WHEREAS, in connection with the investment by DLJMBP in 7,568,980 shares of the Company's Class A-8 Convertible Preferred Stock (the "Class A-8 Shares") and warrants to purchase additional shares of such class of preferred stock (the shares of Class A-8 Stock issuable upon exercise of the Class A-8 Warrants, the "Class A-8 Warrant Shares"), the parties to the Existing Registration Rights Agreement desire to (1) amend the Existing Registration Rights Agreement to admit DLJMBP as a party, to provide DJLMBP with certain registration rights with respect to its investment and to make certain other modifications (collectively, the "DLJMBP Amendments") and (2) to restate the Existing Registration Rights Agreement incorporating the DLJMBP Amendments solely for purposes of clarity;

        WHEREAS, pursuant to Section 9(e) of the Existing Registration Rights Agreement, Holders of a majority of the Registrable Shares have consented to the DLJMBP Amendments in writing (a copy of which written consent is attached hereto);

        NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the parties agree as follows:

AGREEMENT

        Section 1. Definitions. As used in this Agreement:

        (a)   Common Stock. The term "Common Stock" shall mean the voting common stock, par value $.01 per share, of the Company.

        (b)   DLJ Holders. The term "DLJ Holders" shall mean collectively DLJ Investment Partners II, L.P., DLJ Investment Funding II, Inc., DLJ ESC II L.P. and DLJ Investment Partners, L.P. and their permitted successors and transferees that are holders of the Company's Class AA Convertible Preferred Stock (the "DLJ Preferred") issued in conjunction with the Company's senior subordinated notes and the senior notes of Medical Device Manufacturing, Inc., a Colorado corporation and a wholly owned subsidiary of the Company.

        (c)   DLJMBP Holders. The term "DLJMBP Holders" shall mean DLJMBP and its permitted successors and transferees that are holders of the Class A-8 Shares or the Class A-8 Warrant Shares issued to DLJMBP as of the date hereof (the "DLJMBP Preferred").

        (d)   Exchange Act. The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        (e)   Holder. The term "Holder" or "Holders" means any person or entity that is a party to this Agreement and to which or whom Registrable Shares, or rights to issuance of Registrable

Shares have been issued, assigned or transferred, in accordance with the Shareholders' Agreement and this Agreement.

        (f)    Initial Public Offering. The term "Initial Public Offering" shall mean a firm commitment underwritten initial public offering of Common Stock of the Company that is effected pursuant to a registration statement filed and declared effective by the SEC under the Securities Act.

        (g)   Prospectus. The term "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

        (h)   Register. The term "register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement or document;

        (i)    Registrable Shares. The term "Registrable Shares" shall mean the shares of Common Stock held by the Holders, whether owned on the date hereof or acquired hereafter, including any rights, options or warrants to purchase Common Stock and securities of any type whatsoever that are, or may become, convertible into Common Stock and any capital stock for which such Common Stock is exchanged or into which it is converted until such time as such shares (i) are effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering such shares, (ii) at any time after the third anniversary of a Initial Public Offering are salable pursuant to Rule 144(k) by the holder thereof, provided that such holder owns, in the aggregate, less than one percent of the outstanding Common Stock on an as converted and fully diluted basis or (iii) are distributed for resale pursuant to Rule 144.

        (j)    Registration Statement. The term "Registration Statement" shall mean any registration statement of the Company filed with the SEC for the purpose of facilitating the public offering and sale of equity securities of the Company, including the Prospectus, amendments and supplements to such Registration Statement (including post-effective amendments), all exhibits and all material incorporated by reference in such Registration Statement.

        (k)   SEC. The term "SEC" shall mean the Securities and Exchange Commission or any successor thereof.

        (l)    Securities Act. The term "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        (m)  Shareholders' Agreement. The term "Shareholders' Agreement" shall mean the Amended and Restated Shareholders' Agreement dated as of the date hereof among the Company and the parties listed on Schedule I thereto, as amended from time to time.

        (n)   Underwritten. The term "underwritten registration" or "underwritten offering" shall pertain to a registration or an offering in which securities of the Company are sold to an underwriter for reoffering to the public.

        Section 2. Registration Rights.

        (a)   At any time subsequent to the earlier to occur of (i) May 31, 2008 or (ii) the six-month anniversary of the Initial Public Offering, either (1) Holders (other than the DLJMBP Holders)

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who, in the aggregate, own 20% of the total number of Registrable Shares or (2) the DLJMBP Holders may request that the Company prepare and file a Registration Statement on Form S-1 or any similar long-form registration ("Long-Form Registration") to permit the public offering and sale of the Registrable Shares. Either (1) Holders (other than the DLJMBP Holders) who, in the aggregate, own 20% of the total number of Registrable Shares or (2) the DLJMBP Holders may also request that the Company prepare and file a Registration Statement on Form S-2 or S-3, if available, to permit the public offering and sale of Registrable Shares (each, a "Short-Form Registration" and, together with Long-Form Registrations, each a "Registration"). The Holders (other than the DLJMBP Holders) may request a maximum of two Registrations. The DLJMBP Holders may request a maximum of four Registrations, no more than two of which may be Superior Demands (as defined in Section 2(d) below). A request for a registration shall specify the approximate number of Registrable Shares requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

        (b)   In addition to the rights of the Holders set forth in Section 2(a), at any time subsequent to the earlier to occur of (i) May 31, 2008 or (ii) the six-month anniversary of the Initial Public Offering, the DLJ Holders who, in the aggregate, own 50% of the total number of DLJ Preferred (the "DLJ Demand Investors") may request that the Company prepare and file a Registration to permit the public offering and sale of the Registrable Shares. The DLJ Holders, as a class, may request a maximum of one Registration. A request for a registration by the DLJ Holders shall specify the approximate number of Registrable Shares requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. Nothing set forth in this Section 2(b) shall be interpreted as limiting the rights of the DLJ Holders as Holders generally.

        (c)   Any such registration of Registrable Shares requested pursuant to this Section 2 shall be referred to as a "Demand Registration." No Demand Registration shall be deemed to have been effected if (i) such Registration Statement, after it has become effective, is the subject of any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not primarily attributable to the selling Holders, (ii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Registration Statement are not satisfied, other than by reason of a failure on the part of the selling Holders; or (iii) the Holders (or, in the event of a Demand Registration pursuant to Section 2(a), the Holders other than the DLJ Holders) are not able to register and sell at least fifty percent (50%) of the Registrable Shares requested to be included in such registration.

        (d)   Whenever the Company shall effect a registration pursuant to this Section 2 (except for a case in which the DLJMBP Holders request a Superior Demand or a Demand Registration requested by the DLJ Holders) in connection with a public offering of Registrable Shares, then any reduction of securities to be included in such offering shall be made based on the following criteria: (i) first, to the extent necessary, securities other than the Registrable Shares shall be reduced pro rata on the basis of the number of shares to be registered by all shareholders (other than Holders) participating in such offering, and (ii) second, to the extent necessary, the Registrable Shares shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by all such Holders participating in such offering, in each case to the extent

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determined necessary by the managing underwriter of such offering if such managing underwriter shall have advised the selling Holders in writing (with a copy to the Company) that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold within a price range acceptable to the selling Holders of a majority of the Registrable Shares requested to be included in such registration. If no such notice or letter of reduction is provided by such managing underwriter, the Company may include Common Stock for its own account or for the account of other shareholders of the Company, if and to the extent consented to by the Holders of at least a majority of the Registrable Shares included in such offering.

        Notwithstanding the foregoing, if the DLJMBP Buyers request a "Superior Demand" (provided that the DLJMBP Buyers shall have no right to request a Superior Demand until after the completion of the first public offering of Registrable Shares following the completion of the Initial Public Offering), then any reduction of securities to be included in such offering (to the extent such reduction is determined necessary by the managing underwriter of such offering if such managing underwriter shall have advised the selling Holders in writing (with a copy to the Company) that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold within a price range acceptable to the selling Holders of a majority of the Registrable Shares requested to be included in such registration) shall be made based on the following criteria: (i) first, to the extent necessary, securities other than the Registrable Shares shall be reduced pro rata on the basis of the number of shares to be registered by all shareholders (other than Holders) participating in such offering, and (ii) second, to the extent necessary, the Registrable Shares offered by Holders shall be reduced in a manner such that (1) the DLJMBP Buyers are able to offer a number of shares equal to their Superior Percentage multiplied by the total number of shares to be offered after such reduction and (2) the other Holders share pro rata, on the basis of the number of shares requested to be registered by such other Holders, in the remaining number of shares to be offered. The DLJMBP Buyers' "Superior Percentage" shall be equal to the percentage of the number of shares originally offered by the DLJMBP Buyers as compared to the total number of shares originally offered by all of the Holders (including the DLJMBP Buyers) multiplied by two.

        Notwithstanding any of the foregoing in this Section 2(d), in the event the managing underwriter of an offering in connection with either (i) the first Demand Registration effected under this Section 2 or (ii) a Demand Registration initiated by the DLJ Demand Investors in accordance with Section 2(b) advises the selling Holders in writing that a reduction in the number of securities requested to be included in such registration is necessary, then any reduction of securities to be included in such offering shall be made based on the following criteria: (x) first, to the extent necessary, securities other than the Registrable Shares shall be reduced pro rata with all other holders (other than the Holders) participating in such offering on the basis of the number of shares to be registered by all shareholders participating in such offering; (y) second, to the extent necessary, Registrable Shares other than Registrable Shares underlying or otherwise resulting from the conversion of the DLJ Preferred shall be reduced pro rata with all other Holders participating in such offering other than the DLJ Holders on the basis of the number of shares to be registered by all such Holders of Registrable Shares other than the DLJ Preferred or any Registrable Shares underlying or otherwise resulting from the conversion thereof participating in such offering; and (z) third, to the extent necessary, Registrable Shares underlying or otherwise resulting from the conversion of the DLJ Preferred shall be reduced pro rata with all other DLJ Holders participating in such offering on the basis of the number of shares to be registered by all such DLJ Holders of Registrable Shares participating in such offering.

        (e)   In connection with an Initial Public Offering, the Company (i) shall agree not to, and shall cause its executive officers and directors not to, effect any public sale or distribution of the Common Stock held by the Company or similar securities or securities convertible into, or exchangeable or exercisable for, Common Stock during the 180-day period following the effective

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date of the Registration Statement relating to the Initial Public Offering if the managing underwriter or underwriters determine such public sale or distribution would have a material adverse effect on such offering and (ii) shall use its reasonable best efforts to (x) cause each security holder of the Company's privately placed equity securities issued in connection with a financing transaction involving at least 5% of the Company's then outstanding equity securities at any time after the date hereof and (y) cause each other security holder of the Company owning at least 10% of the Company's then outstanding equity securities (other than a security holder permitted to file a Schedule 13G under the Exchange Act) to agree, not to effect a public sale or distribution of the Common Stock during the 180-day period following the effective date of the Registration Statement relating to the Initial Public Offering if the managing underwriter or underwriters determine such public sale or distribution would have a material adverse effect on such offering.

        Section 3. Piggyback Registration.

        (a)   Participation. Subject to Section 3(b) below, if at any time from and after the date hereof, the Company proposes to file or files a Registration Statement under the Securities Act with respect to any offering of securities of the same type as the Registrable Shares for its own account (other than a Registration Statement in connection with an initial public offering of the Company or a Registration Statement on Form S-8 or Form S-4 or any successor form thereto), or for the account of any security holder of securities of the same type as the Registrable Shares, then, as promptly as practicable, the Company shall give written notice of such proposed filing to each Holder and such notice shall offer the Holders the opportunity to include in such registration such number of Registrable Shares as each such Holder may request (a "Piggyback Registration"). The Company shall include in such Registration Statement all Registrable Shares requested within 20 days after the receipt of any such notice (which request shall specify the Registrable Shares intended to be disposed of by such Holder) to be included in the registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in such Piggyback Registration shall do so pursuant to the terms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any underwriter of such offering; provided, however, that such Holders shall not be required to represent and warrant to, or to indemnify, any party with respect to any matters other than as to the Holder's ownership of the Registrable Shares and with respect to any other information provided by Holder and required to be included in the Registration Statement pursuant to SEC rules and regulations. Each Holder of Registrable Shares shall be permitted to withdraw all or part of such Holder's Registrable Shares from a Piggyback Registration at any time prior to the effective date thereof.

        (b)   Underwriter's Cutback. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed public offering to permit the Registrable Shares requested to be included in the registration for such offering under Section 3(a) (collectively, the "Piggyback Securities") to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters participating in such offering advises each of the Holders in writing (with a copy to the Company) that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then, (i) in the case of a Company-initiated registration for which participation is sought by the Holders pursuant to Section 3(a), after including all shares proposed to be sold by the Company, the amount of securities to be offered for the account of the Holders shall be reduced pro rata with all other holders participating in such offering on the basis of the number of shares to be registered by all stockholders participating in such offering, or (ii) in the case of a Demand

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Registration pursuant to Section 2, the reductions shall be governed by the provisions of Section 2(d).

        Section 4. Registration Procedure. Whenever required under this Agreement to effect the registration of any Registrable Shares, the Company shall, as expeditiously as is reasonably possible:

        (a)   Prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and regulations otherwise necessary to keep the Registration Statement effective for a period of not less than 180 days (or such shorter period which will terminate when all Registrable Shares covered by such Registration Statement have been sold or withdrawn); and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act of 1934 with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the selling Holders thereof set forth in such Registration Statement or supplement to the Prospectus.

        (b)   Furnish to the Holders covered by such Registration Statement such number of copies of a Prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Shares owned by them.

        (c)   Use its best efforts to register and qualify the securities covered by such Registration Statement under such jurisdictions as shall be reasonably requested by the Holders, provided that the Company has no obligation to qualify Registrable Shares where such qualification would cause any unreasonable delay or expenditure by the Company, but the Company may be required to file a consent to service substantially in the form of the Uniform Consent to Service of Process Form U-2.

        (d)   In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.

        (e)   Notify each Holder of Registrable Shares covered by such Registration Statement, (i) at any time when a Prospectus relating thereto covered by such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

        (f)    Furnish to each Holder of Registrable Shares on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Registration Statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters, if any, and to the

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Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.

        (g)   Make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement covering Registrable Shares.

        (h)   Cooperate with the selling Holders of Registrable Shares and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold and not bearing any restrictive legends; and enable such Registrable Shares to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Shares to the underwriters.

        (i)    Use its best efforts to cause the Registrable Shares covered by the applicable Registration Statement to be registered with or approved by such other foreign governmental agencies or authorities, and the NASD or any other applicable exchange or regulatory authority, as may be necessary to enable the seller or selling Holders thereof or the underwriters, if any, to consummate the disposition of such Registrable Shares.

        (j)    Cause all Registrable Shares covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed.

        (k)   Cooperate and assist in any filings required to be made with the NASD in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD).

        (l)    Make available for inspection by any seller of Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement.

        (m)  Permit any holder of Registrable Shares, which holder, in the Company's reasonable judgment, might be deemed to be an underwriter or a controlling Person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included.

        Section 5. Furnish Information. The selling Holders shall promptly furnish to the Company in writing such reasonable information regarding themselves, the Registrable Shares held by them, and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Shares.

        Section 6. Underwriting Requirements. The Company shall select the investment bankers and managing underwriters in any registration, to administer any offering pursuant to which the Company files a Registration Statement in which any Holder is entitled to participate pursuant to this Agreement. In connection with any underwritten offering of shares of Common Stock being issued by the Company, the Company shall not be required to include any Registrable Shares in such underwritten offering unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. No Holder may participate in

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any underwritten registration pursuant to this Agreement unless such Holder agrees to the inclusion of the Registrable Shares of such Holder on the basis provided in any underwriting arrangements approved by the Company, and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the terms of such underwriting arrangements.

        Section 7. Registration Expenses.

        (a)   All expenses incident to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on, the NASD automated quotation system, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons and/or entities retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne by the Company,

        (b)   In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Shares included in such registration for the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the Registrable Shares included in such registration.

        Section 8. Indemnification.

        (a)   The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each Holder whose Registrable Shares are registered pursuant to this Agreement, the officers, directors, agents and employees of each of them, each Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of any such controlling person, from and against all losses, claims, damages, liabilities, costs (including, without limitation, the costs of preparation and reasonable attorneys' fees) and expenses (collectively, "Losses") to be reimbursed promptly, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based solely upon information furnished in writing to the Company by such Holder expressly for use therein; provided, however, that the Company shall not be liable to any Holder to the extent that (A) any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the Person asserting the claim from which such losses arise and (ii) the Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; or (B) any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended and supplemented, prior to or concurrently with the sale of a Registrable Share to the Person asserting the claim from which such Losses arise.

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        (b)   In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information relating to such Holder, as such, or the Registrable Shares being sold by such Holder (the "Holder Information") as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any Holder Information so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus and that such Holder Information was solely relied upon by the Company in preparation of such Registration Statement, Prospectus or preliminary prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder directly from the sale of the Registrable Shares giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons and/or entities expressly for use in any Prospectus or Registration Statement.

        (c)   If any person or entity shall be entitled to indemnity hereunder (an "indemnified party"), such indemnified party shall give prompt notice to the party from which such indemnity is sought (the "indemnifying party") of any claim or of the commencement of any proceeding with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced materially by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party's expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that an indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) counsel for the indemnified party advises the indemnifying party in writing that there are issues that raise conflicts of interest between the indemnified party and the indemnifying party; in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding; provided, however, that the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable.

        Whether or not such defense is assumed by the indemnifying party, such indemnified party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). All such fees and expenses (including any reasonable fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be

9

paid to the indemnified party, as incurred, within five days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). The indemnifying party shall not consent to entry of any judgment or enter into any settlement or otherwise seek to terminate any proceeding in which any indemnified party is or could be a party and as to which indemnification or contribution could be sought by such indemnified party under this Section 8, unless such judgment, settlement or other termination includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder.

        (d)   If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or 8(b) hereof in respect of any Losses or is insufficient to hold such indemnified party harmless, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall, jointly and severally, contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or indemnifying parties, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party or indemnifying parties, on the one hand, and such indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in questions, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any proceeding.

        Notwithstanding the provision of this Section 8(d), an indemnifying party that is a selling Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds (after deducting the aggregate underwriters' discount) received by such indemnifying party from the sale of such Registrable Shares exceeds the amount of any damages that such indemnifying party has otherwise been required to pay (including, without limitation, pursuant to any other indemnification or contribution obligation such indemnifying party may have) by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

        The indemnity, contribution and expense reimbursement obligations of the Company hereunder shall be in addition to any liability the Company may otherwise have hereunder or otherwise. The provisions of this Section 8 shall survive so long as Registrable Shares remain outstanding, notwithstanding any transfer of the Registrable Shares by any Holder or any termination of this Agreement.

        Section 9. Miscellaneous.

        (a)   Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the original parties hereto and each person who becomes a party hereto, and their respective successors and assigns.

        (b)   Notices. Except as otherwise provided herein, all notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to

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the recipient by certified or registered mail, return receipt requested and postage prepaid, or transmitted by facsimile or electronic mail (with request for immediate confirmation of receipt in a manner customary for communications of such type and with physical delivery of the communication being made by one of the other means specified in this Section 9(b) as promptly as practicable thereafter). Such notices, demands and other communications shall be addressed (i) in the case of a Holder, to his address as is designated in writing from time to time by such Holder, (ii) in the case of the Company, to its principal office, and (iii) in the case of any transferee of a party to this Agreement or its transferee, to such transferee at its address as designated in writing by such transferee to the Company from time to time.

        (c)   Integration. This instrument contains the entire understanding of the parties with respect to the subject matter hereof, supersedes all other agreements between or among any of the parties with respect to the subject matter hereof and cannot be altered or otherwise amended except pursuant the terms of Section 9(e) below. The section and paragraph headings contained in this Agreement are for the reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        (d)   Counterparts. This Agreement may be executed in counterparts, which need not contain the signatures of more than one party, but both such counterparts taken together will constitute one and the same Agreement. This Agreement may be executed and delivered by facsimile transmission.

        (e)   Amendment. Except as otherwise provided herein, any term of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of all Registrable Shares; provided, however, that no amendment hereto shall be made that adversely impacts the rights of a specific Holder without the prior written consent of such Holder. Any amendment or waiver effected in accordance with this Section 9(e) shall be binding upon the Company and the Holders.

        (f)    Governing Law. This Agreement shall be interpreted under the laws of the State of Colorado without reference to its principles of conflicts of laws.

        (g)   Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

        (h)   Rule 144. The Company covenants that it will file the reports required to be filed by it under the Exchange Act of 1934 and the rules and regulations adopted by the SEC thereunder, all to the extent required from time to time to enable such Holder to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Shares, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

        (i)    Transfer of Registration Rights. The rights of each Holder (other than the right of DLJMBP Holders to request a Demand Registration) under this Agreement may be assigned to a transferee or assignee of at least fifty thousand (50,000) shares (as adjusted for stock splits, stock

11

dividends, recapitalizations and the like) of a Holder's Registrable Securities not sold to the public; provided, however, that the Company is given written notice by such Holder at or within a reasonable time after said transfer, stating the name and address of such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned. Notwithstanding the foregoing, any Holder may transfer rights to a transferee of fewer than fifty thousand (50,000) shares (as adjusted for stock splits, stock dividends, recapitalizations and the like) of a Holder's Registrable Securities if such transfer is a Permitted Transfer under Section 2 of the Amended and Restated Shareholders' Agreement, date of even date herewith. The DLJMBP Holders may assign its right to (i) one Demand Registration to any transferee acquiring at least 25% (but in no event less than 500,000 shares) of the aggregate Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer, (ii) up to two Demand Registrations to any transferee acquiring at least 50% (but in no event less than 500,000 shares) of the aggregate Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer, (iii) up to three Demand Registrations to any transferee acquiring at least 75% (but in no event less than 500,000 shares) of the aggregate Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer, or (iv) all of the remaining DLJMBP Demand Registrations to any transferee acquiring all of the remaining Class A-8 Shares (or converted common stock equivalent) held by the DLJMBP Holders on the date of such transfer.

        (j)    No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Shares in this Agreement.

        (k)   Other Registration Rights. Except as provided in this Agreement, the Company shall not grant to any persons or entities the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Holders of a majority of the Registrable Shares; provided, that any person or entity to which or whom Registrable Shares, or rights to issuance of Registrable Shares have been issued, assigned or transferred, in accordance with or as otherwise permitted by the Shareholders' Agreement and this Agreement, shall be allowed to become a Holder with respect to Registrable Shares held by such person or entity that are an authorized series of stock designated as (i) Class A which (A) has a per share purchase price equal to the per share liquidation value thereof (where the purchase price and liquidation value are as determined in the reasonable good faith judgment of the Board of Directors of the Company) or is issued in connection with bona fide debt financing and (B) (1) is otherwise identical with respect to priority, voting powers and conversion features and (2) is otherwise identical or inferior with respect to dividend rights to the then outstanding series of Class A Convertible Preferred Shares or (ii) Class AA which (A) has been issued in connection with obtaining debt financing from a recognized financial institution, whether issued to a lender, guarantor, or other person (where the purchase price and liquidation value are as determined in the reasonable good faith judgment of the Board of Directors of the Company) and (B) is otherwise identical to the then outstanding series of Class AA Convertible Preferred Shares with respect to priority, voting powers, dividend rights and conversion features.

        (l)    Adjustments Affecting Registrable Shares. The Company shall not take any action, or permit any change to occur, with respect to its securities which would adversely affect the ability of the holders of Registrable Shares to include such Registrable Shares in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Shares in any such in any such registration (including, without limitation, effecting a stock split or a combination of shares that would preclude the exercise rights hereunder on a fully-adjusted basis).

        This amendment and restatement of the Existing Registration Rights Agreement has been effected by the written consent of the holders of a majority of the Registrable Shares pursuant to Section 9(e) thereof. A copy of such written consent is attached hereto.

12

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THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT

EX-5.1

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Exhibit 5.1

[Hogan & Hartson L.L.P. Letterhead]

August 30, 2004

Board of Directors
Medical Device Manufacturing, Inc.
200 West 7^th Avenue
Collegeville, Pennsylvania 19426

Ladies and Gentlemen:

        We are acting as special counsel to Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), and each of the Guarantors (as defined below), in connection with the Registration Statement on Form S-4, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission relating to the proposed public offering of up to $175,000,000 in aggregate principal amount of the Company's Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes") in exchange for up to $175,000,000 in aggregate principal amount of the Company's outstanding Series A 10% Senior Subordinated Notes due 2012 (the "Senior Subordinated Notes"), and the related joint and several, full and unconditional guarantees of payment of the principal of and interest on the Exchange Notes on an unsecured, senior subordinated basis (the "Guarantees") by the Company's subsidiaries listed on Schedule I hereto (the "Guarantors"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.

        For purposes of this opinion letter, we have examined copies of the following documents:

1.

An executed copy of the Registration Statement.



2.

An executed copy of the Indenture dated June 30, 2004 (the "Indenture"), by and among the Company, the Guarantors party thereto, and U.S. Bank National Association, as trustee (the "Trustee"), including the form of Exchange Note to be issued pursuant thereto, filed as Exhibit 4.1 to the Registration Statement.



3.

A specimen copy of the form of Guarantees to be endorsed on the Exchange Notes pursuant to the Indenture.



4.

The Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee, dated August 11, 2004.



5.

The Articles of Incorporation of the Company with amendments thereto, as certified by the Secretary of State of the State of Colorado on July 2, 2004 and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



6.

The Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



7.

Certain resolutions of the Board of Directors of the Company adopted by unanimous written consent dated June 23, 2004, and certain resolutions of the Pricing Committee of the Board of Directors of the Company adopted at a meeting held on June 23, 2004, each as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.



8.

The Articles of Incorporation of each of the Guarantors which is a Colorado, Virginia or California corporation, the Certificate of Incorporation of each of the Guarantors which is a Delaware or New York corporation, and the Certificate of Formation of each of the Guarantors which is a Delaware limited liability company (the foregoing, Colorado, Virginia, California, Delaware and New York Guarantors being collectively referred to herein as the

"Applicable Guarantors"), in each case as certified as of a recent date by the Secretary of State or State Corporation Commission, as applicable, of the respective states of incorporation or organization of each of the Applicable Guarantors, and in each case as certified by the Secretary of each of such Applicable Guarantors on the date hereof as being complete, accurate and in effect.

9.

The Bylaws of each of the Applicable Guarantors that is a corporation, and the Limited Liability Company Agreement of each of the Applicable Guarantors that is a limited liability company, in each case as certified by the Secretary of each such Applicable Guarantor on the date hereof as being complete, accurate and in effect.



10.

Certain resolutions of the Board of Directors of each of the Applicable Guarantors which is a corporation, and resolutions of the sole member of each of the Applicable Guarantors that is a limited liability company, in each instance adopted by unanimous written consent dated June 23, 2004 and June 30, 2004, and each as certified by the Secretary of each such Applicable Guarantor on the date hereof as being complete, accurate and in effect.



11.

Legal opinions of the several law firms listed below, relating to the matters covered thereby.

        In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. In rendering this opinion letter, we are relying, with your approval to the extent that the laws of each of the following states are relevant (without any independent verification or investigation), upon an opinion letter of the law firm named for each such state, special counsel to each of the Guarantors which is incorporated in the state identified, addressed to the Company and to us and of even date herewith, with respect to the matters addressed therein: (i) Massachusetts (Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.); (ii) Nevada (Lionel Sawyer & Collins); and (iii) Pennsylvania (Saul Ewing LLP).

        This opinion letter is based as to matters of law solely on applicable provisions of (i) the Colorado Business Corporation Act, as amended; (ii) the Delaware General Corporation Law, as amended (which includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws); (iii) the Delaware Limited Liability Company Act, as amended (which includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws); (iv) the laws of the Commonwealth of Massachusetts; (v) the laws of the Commonwealth of Pennsylvania (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the Commonwealth of Pennsylvania); (vi) the laws of the State of Nevada; (vii) the Stock Corporation Act of the Commonwealth of Virginia, as amended (which includes the statutory provisions contained therein, all applicable provisions of the Virginia Constitution and reported judicial decisions interpreting these laws); (viii) the General Corporation Law of the State of California, as amended (which includes the statutory provisions contained therein, all applicable provisions of the California Constitution and reported judicial decisions interpreting these laws); and (ix) the laws of the State of New York (but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York). We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

        Based upon, subject to and limited by the foregoing, we are of the opinion that:

        (a)   (i) Following the effectiveness of the Registration Statement and receipt by the Company of the Senior Subordinated Notes in exchange for the Exchange Notes as specified in the resolutions of the Board of Directors of the Company referred to above, and (ii) assuming due

2

execution, authentication, issuance and delivery of the Exchange Notes as provided in the Indenture, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

        (b)   (i) Following the effectiveness of the Registration Statement and receipt by the Company of the Senior Subordinated Notes in exchange for the Exchange Notes as specified in the resolutions of the Board of Directors of the Company referred to above, and (ii) assuming due execution, authentication, issuance and delivery of the Exchange Notes as provided in the Indenture, and due execution, authentication, issuance and delivery of the Guarantees to be endorsed on the Exchange Notes as provided in the Indenture, the Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against the Guarantors in accordance with their terms.

        To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed, and delivered by the Trustee and constitutes the valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

        The opinions expressed in paragraphs (a) and (b) above relating to the enforceability of the Exchange Notes and the Guarantees may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors' rights (including, without limitation, the effect of statutory and other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and may be limited by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable instruments or agreements are considered in a proceeding in equity or at law).

        This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

        We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ HOGAN & HARTSON L.L.P.

HOGAN & HARTSON L.L.P.

3

SCHEDULE I

Name of Guarantor	State of Incorporation or Organization
G&D, Inc.	Colorado
Noble-Met, Ltd.	Virginia
UTI Corporation	Pennsylvania
Spectrum Manufacturing, Inc.	Nevada
American Technical Molding, Inc.	California
UTI Holding Company	Delaware
Micro-Guide, Inc.	California
Venusa, Ltd.	New York
MedSource Technologies, Inc.	Delaware
MedSource Technologies, LLC	Delaware
Brimfield Acquisition Corp.	Delaware
Brimfield Precision, LLC	Delaware
Kelco Acquisition, LLC	Delaware
Hayden Precision Industries, LLC	Delaware
National Wire & Stamping, Inc.	Colorado
Portlyn, LLC	Delaware
Texcel, Inc.	Massachusetts
The Microspring Company, LLC	Delaware
Tenax, LLC	Delaware
Thermat Acquisition Corp.	Delaware
MedSource Technologies Newton, Inc.	Delaware
MedSource Technologies Pittsburgh, Inc.	Delaware
MedSource Trenton, Inc.	Delaware
Cycam, Inc.	Pennsylvania
ELX, Inc.	Pennsylvania

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Exhibit 5.1

EX-5.2

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Exhibit 5.2

[Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. Letterhead]

August 30, 2004

Medical Device Manufacturing, Inc.
200 West 7^th Avenue
Collegeville, Pennsylvania 19426

Hogan & Hartson L.L.P.
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202

Ladies and Gentlemen:

        This firm has acted as special local counsel to Texcel, Inc., a Massachusetts corporation (the "Local Guarantor"), in connection with the Exchange Guarantee (defined below). The Exchange Guarantee is issued in connection with the Registration Statement on Form S-4, as amended from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission relating to the proposed public offering by Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), of up to $175,000,000 in aggregate principal amount of the Company's Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes") in exchange for up to $175,000,000 in aggregate principal amount of the Company's outstanding Series A 10% Senior Subordinated Notes due 2012 (the "Senior Subordinated Notes"), and the related guarantee by Local Guarantor of the Exchange Notes on an unsecured, senior subordinated basis (the "Exchange Guarantee"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.

        For purposes of the opinions expressed in this letter, which are set forth in paragraphs (i) and (ii) below, we have examined copies of the following documents (the "Documents"):

        1.     Form of Exchange Guarantee, to be executed and delivered by Local Guarantor subsequent to the date of this Opinion.

        2.     The Articles of Organization of Local Guarantor with amendments thereto, as certified by the Secretary of State of the Commonwealth of Massachusetts on June 25, 2004, and as certified by the Clerk of Local Guarantor on June 30, 2004 as being complete, accurate and in effect.

        3.     The Bylaws of Local Guarantor, as certified by the Clerk of Local Guarantor on June 30, 2004 as being complete, accurate and in effect.

        4.     A certificate as to the legal existence and good standing of Local Guarantor issued by the Secretary of State of the Commonwealth of Massachusetts dated                        .

        5.     Certain resolutions of the Board of Directors of Local Guarantor adopted at a special meeting held on June 30, 2004, as certified by the Clerk of Local Guarantor on June 30, 2004 as being complete, accurate and in effect, relating to, among other things, authorization of the Exchange Guarantee, and arrangements in connection therewith; and

        6.     A certificate of the Clerk of Local Guarantor, dated June 30, 2004, as to the incumbency and signatures of certain officers of Local Guarantor.

        Except as specifically set forth herein, we have not reviewed any of the corporate records of Local Guarantor.

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including

telecopies). We also assume that the resolutions described in paragraph 5 above remain in full force and effect as of the date of this opinion. As to matters of fact relevant to the opinions expressed herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

        On the basis of such examination of the Documents, our reliance upon the assumptions contained herein, and subject to the limitations and qualifications in this opinion, we are of the opinion under the laws of the Commonwealth of Massachusetts that:

        (i)    Based solely on the certificate described in paragraph (4) above, Local Guarantor is duly incorporated and is validly existing as a corporation and in good standing as of the date of the certificate specified in paragraph (4) above under the corporate laws of the Commonwealth of Massachusetts.

        (ii)   The execution, delivery and performance by Local Guarantor of the Exchange Guarantee has been duly authorized by all necessary corporate action of Local Guarantor.

        We are also hereby authorizing you to rely on subparagraph (iii) of our firm's opinion letter dated June 30, 2004, a copy of which is attached hereto as "Exhibit A" (the "Opinion"), solely as it relates to the Indenture (as defined in the Opinion) as of the date of such Opinion, subject to all assumptions, qualifications and limitations contained therein other than the qualifications and limitations contained in the last sentence of the Opinion, which last sentence for purposes of this reliance paragraph shall be deemed to be replaced with the last sentence of the second to last paragraph of this opinion letter solely as it relates to our rendering this opinion to you and for no other purpose.

        We express no opinion as to any matter other than as expressly set forth above, and no other opinion is intended to be implied nor may any be inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation hereby and disclaim any obligation to advise you of any change after the date hereof pertaining to any matter referred to herein. This opinion is rendered to you in connection with the Registration Statement and is rendered only to Company and its counsel and is solely for their benefit in connection with the Registration Statement and may not be relied upon any other person or in any other context.

        We hereby consent to the filing of this opinion letter and the Opinion as Exhibit 5.2 to the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.

MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.

Exhibit A

[Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. Letterhead]

June 30, 2004

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010

Re:

Issuance and Sale by Medical Device Manufacturing, Inc. of $175,000,000
in Aggregate Principal Amount of 10% Senior
Subordinated Notes due 2012

Ladies and Gentlemen:

        This firm has acted as special local counsel to Texcel, Inc., a Massachusetts corporation (the "Local Guarantor") in connection with the issuance and sale by Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), of $175,000,000 in aggregate principal amount of the Company's 10% Senior Subordinated Notes due 2012 (the "Offered Securities"), and the related Guarantee of the Offered Securities by Local Guarantor, pursuant to the Purchase Agreement, dated June 23, 2004 (the "Agreement"), by and among the Company, Local Guarantor, the other guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers (the "Initial Purchaser"). This opinion letter is furnished to you pursuant to the requirements set forth in Section 5(s) of the Agreement in connection with the closing thereunder on the date hereof. Capitalized terms used herein that are defined in the Agreement shall have the meanings set forth in the Agreement, unless otherwise defined herein.

        For purposes of the opinions expressed in this letter, which are set forth in paragraphs (i) through (iv) below, we have examined copies of the following documents, all of which, if dated, are dated as of June 30, 2004, except if otherwise indicated below (the "Documents"):

1.

Registration Rights Agreement and Joinder to Agreement executed by Local Guarantor, Company and other guarantors party thereto (the "Registration Rights Joinder to Agreement").



2.

Agreement and Joinder to Agreement executed by Local Guarantor, Company and other guarantors party thereto (the "Purchase Agreement Joinder to Agreement").



3.

Notations of guarantee on the Offered Securities, made by Local Guarantor (the "Guarantee").



4.

Indenture, executed by Local Guarantor.



5.

[Intentionally Deleted].



6.

The Articles of Organization of Local Guarantor with amendments thereto, as certified by the Secretary of State of the Commonwealth of Massachusetts on June 25, 2004, and as certified by the Clerk of Local Guarantor on the date hereof as being complete, accurate and in effect as of the date hereof.



7.

The Bylaws of Local Guarantor, as certified by the Clerk of Local Guarantor on the date hereof as being complete, accurate and in effect as of the date hereof.



8.

A certificate as to the legal existence and of good standing of Local Guarantor issued by the Secretary of State of the Commonwealth of Massachusetts dated June 21, 2004.



9.

Certificate of Good Standing for Local Guarantor, issued by the Secretary of State of the State of Minnesota, dated as of June 22, 2004.

10.

Certain resolutions of the Board of Directors of Local Guarantor adopted at a special meeting held on June 30, 2004, as certified by the Clerk of Local Guarantor on the date hereof as being complete, accurate and in effect as of the date hereof, relating to, among other things, authorization of the Purchase Agreement and Joinder to Agreement, the Guarantee, the Indenture, the Registrations Rights Joinder to Agreement, and arrangements in connection therewith; and



11.

A certificate of the Clerk of Local Guarantor, dated the date hereof, as to the incumbency and signatures of certain officers of Local Guarantor.

        The Registrations Rights Joinder to Agreement, Purchase Agreement Joinder to Agreement, the Indenture, and the Guarantee are referred to collectively as the "Transaction Documents." Except as specifically set forth herein, we have not reviewed any of the corporate records of Local Guarantor.

        In rendering this opinion we have assumed, without having made any independent investigation of the facts, the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including telecopies). As to matters of fact relevant to the opinions expressed herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

        On the basis of such examination of the Documents, our reliance upon the assumptions contained herein, and subject to the limitations and qualifications in this opinion, we are of the opinion under the laws of the Commonwealth of Massachusetts that:

          (i)  Based solely on the certificate described in paragraph (8) above, Local Guarantor is duly incorporated and is validly existing as a corporation and in good standing as of the date of the certificate specified in paragraph (8) above under the corporate laws of the Commonwealth of Massachusetts.

         (ii)  Based solely on our review of the certificate identified in (9) above, Local Guarantor is a foreign corporation qualified to do business in the State of Minnesota under the laws of the State of Minnesota as of the date specified in the certificate.

        (iii)  The execution, delivery and performance by Local Guarantor of the Transaction Documents has been duly authorized by all necessary corporate action of Local Guarantor, and the Transaction Documents have been duly executed and delivered by Local Guarantor.

        (iv)  The execution and delivery by Local Guarantor of the Transaction Documents, and the performance of its obligations thereunder, will not result in a breach or violation of the Articles of Organization cited under (6) above or the By-Laws cited under (7) above of Local Guarantor, or constitute a default under any statute or regulation under any applicable laws in the Commonwealth of Massachusetts.

        We express no opinion as to any matter other than as expressly set forth above, and no other opinion is intended to be implied nor may any be inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation hereby and disclaim any obligation to advise you of any change after the date hereof pertaining to any matter referred to herein. This opinion is rendered to you in connection with the transactions contemplated by the Transaction Documents and is rendered only to the Initial Purchaser and its permitted successors and assigns under the Transaction Documents and is solely for their benefit in connection with the transactions contemplated by the Transaction Documents and may not be relied upon any other person or in any

other context, and may not be furnished to any other person or entity without our prior written consent.

Very truly yours,

/s/  MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.

MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C.

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Exhibit 5.2

EX-5.3

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[Lionel Sawyer & Collins Las Vegas, Nevada Letterhead]

Exhibit 5.3

        August 30, 2004

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, Pennsylvania 19426

Hogan & Hartson LLP
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202

        Re: $175,000,000 Medical Device Manufacturing, Inc Registration Statement On Form S-4 Exhibit 5 opinion our file 14330-02.

Ladies and Gentlemen:

        We have acted as special Nevada counsel to Spectrum Manufacturing, Inc., a Nevada corporation (the "Nevada Guarantor"), in connection the Registration Statement on Form S-4 filed by Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), and certain of its subsidiaries named therein (the "Guarantors") with the Securities and Exchange Commission on the date hereof (as the same may be amended, the "Registration Statement") in connection with the proposed public offering by the Company of up to $175,000,000 in aggregate principal amount of the Company's Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes") in exchange for up to $175,000,000 in aggregate principal amount of the Company's outstanding Series A 10% Senior Subordinated Notes due 2012 (the "Old Notes"), and the related guarantee thereof by the Nevada Guarantor of the Exchange Notes on an unsecured, Senior Subordinated basis (the "Exchange Note Guarantee"). The Company sold the Old Notes in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended. On June 30, 2004, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the initial purchasers of the Old Notes party thereto requiring the Company to effect the exchange of the Exchange Notes for the Old Notes pursuant to the Registration Statement. Capitalized terms used herein and not defined have the meanings set forth in the Registration Rights Agreement. The Old Notes and the Exchange Notes are governed by an Indenture, dated as of June 30, 2004 (the "Indenture"), among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the "Trustee").

        We have examined originals or copies of each of the documents listed below:

        1.     The Registration Statement.

        2.     A specimen copy of the form of Exchange Notes to be issued pursuant to the Indenture.

        3.     A specimen copy of the Exchange Note Guarantees to be endorsed on the Exchange Note by the Nevada Guarantor pursuant to the indenture.

        4.     The Indenture.

        5.     The Registration Rights Agreement.

        6.     The Articles of Incorporation ("Articles") of the Nevada Guarantor with amendments thereto, as certified by the Secretary of State of the State of Nevada on August 27, 2004.

        7.     The Bylaws ("Bylaws") of the Nevada Guarantor certified by the Secretary of the Nevada Guarantor.

        8.     Certificate of good standing of the Nevada Guarantor from the Secretary of State of the State of Nevada dated August 27, 2004.

        9.     Resolutions of the Board of Directors of the Nevada Guarantor certified by the Secretary of the Nevada Guarantor ("Resolutions").

        10.   Certificate of the incumbency of the officers of the Nevada Guarantor ("Incumbency Certificate")

        We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all matters contained therein.

        We assume that the Nevada Guarantor does not engage in the following businesses in the State of Nevada: Gaming Business, Liquor Business, Financial Institution, Public Utility, Insurance Business or Cemetery Business.

        We assume the Resolutions remain unmodified and in full force and effect on the date hereof. We assume the officers listed on the Incumbency Certificate are the officers of the Nevada Guarantor.

        Based upon the foregoing and subject to the following it is our opinion that:

        1.     The Nevada Guarantor is a corporation validly existing and in good standing under the laws of the State of Nevada.

        2.     The Indenture has been duly authorized by all necessary corporate action of the Nevada Guarantor and was duly executed and delivered by the Nevada Guarantor.

        3.     The form of Exchange Note Guarantee of the Nevada Guarantor to be endorsed on the Exchange Notes and included in the Indenture has been duly authorized by all necessary corporate action of the Nevada Guarantor.

        Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the State of Nevada.

        We express no opinion concerning any securities law or rule.

        We disclaim liability as an expert under the securities laws of the United States or any other jurisdiction.

        We consent to the use and filing of this opinion as an exhibit to the Registration Statement.

        This opinion letter is intended solely for use in connection with the registration and offering of the Exchange Notes and the Exchange Note Guarantees as described in the Registration Statement, and it may not be relied upon for any other purpose.

Very truly yours,

/s/  LIONEL SAWYER & COLLINS LIONEL SAWYER & COLLINS

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Exhibit 5.3

EX-5.4

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Exhibit 5.4

[Saul Ewing Attorneys at Law Logo]

lawyers@saul.com
www.saul.com

August 30, 2004                             

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426-0300

Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, CO 80202

Re:

Registration Statement on Form S-4

Ladies and Gentlemen:

        We acted as local counsel to Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), and its subsidiaries UTI Corporation, ELX, Inc. and Cycam, Inc. (individually, a "Guarantor" and collectively, the "Guarantors"), each of which is a Pennsylvania corporation, in connection with the issuance and sale by the Company of $175,000,000.00 in aggregate principal amount of the Company's 10% Senior Subordinated Notes due 2012 (the "Original Notes"), and the related Guarantees of the Original Notes by the Guarantors, pursuant to the Purchase Agreement dated June 23, 2004, by and among the Company, the Guarantors, certain other subsidiaries of the Company and Credit Suisse First Boston LLC, as representative of the several purchasers.

        We understand that the Company is offering to exchange the Original Notes for a like amount of its Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes"). The offer is the subject of a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"). The Exchange Notes are to be issued pursuant to the terms of the indenture dated as of June 30, 2004 among the Company, the Guarantors and certain other subsidiaries of the Company as guarantors, and U.S. Bank National Association, as trustee (the "Indenture"). Payment of the Exchange Notes is to be guaranteed by each of the Guarantors (the "Exchange Guarantees").

        For purposes of the opinions expressed in this letter, which are set forth in paragraphs (a) through (c) below, we have examined and relied upon copies of the following documents (the "Documents"):

        1.     the form of the Exchange Guarantee to be executed and delivered by each Guarantor;

        2.     the Articles of Incorporation of each Guarantor with amendments thereto, as certified by the Secretary of State of the Commonwealth of Pennsylvania on June 22, 2004, and certified by the Secretary of such Guarantor on August 30, 2004 as being complete, accurate and in effect as of that date;

        3.     the Bylaws of each Guarantor, certified by the Secretary of such Guarantor on August 30, 2004 as being complete, accurate and in effect as of that date;

        4.     certificates of good standing of each Guarantor issued by the Secretary of State of the Commonwealth of Pennsylvania dated August 24, 2004;

        5.     certain resolutions of the Board of Directors and sole shareholder of each Guarantor adopted by written consent, certified by the Secretary of each Guarantor on August 30, 2004 as being complete, accurate and in effect, relating to, among other things, authorization of the Registration Statement, the Exchange Guarantees and matters in connection therewith;

        6.     a certificate of the Secretary each Guarantor, dated August 30, as to the incumbency of the officers of each Guarantor; and

        7.     such other certificates and documents as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.

        Based on and subject to the foregoing, we are of the opinion that:

        (a)   Each Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Pennsylvania, with power and authority (corporate and other) to own its properties and conduct its business.

        (b)   The execution, delivery and performance of the Indenture by each Guarantor has been duly authorized by all necessary corporate action of each Guarantor and has been duly executed and delivered by each Guarantor.

        (c)   The execution, delivery and performance of the Exchange Guarantee by each Guarantor has been duly authorized by all necessary corporate action of each Guarantor.

        Our representation of the Guarantors has been limited to the matters addressed in the opinions set forth above, and we express no opinion as to the enforceability of any document, nor do we express any opinion as to matters of federal or state securities law.

        We consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement. Nothing contained herein or in the Registration Statement should be construed to constitute us as "experts" within the meaning of the Act.

Very truly yours,

/s/ Saul Ewing LLP

SAUL EWING LLP

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Exhibit 5.4

EX-10.1

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Exhibit 10.1

EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT, dated as of September 15, 2003 (this "Agreement"), is made and entered into by and between UTI Corporation, a Maryland corporation (the "Company") and Ron Sparks ("Employee").

WHEREAS, the Company desires to retain the services of Employee, and Employee desires to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

        1.    Employment.    The Company hereby employs Employee, and Employee accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.

        2.    Position and Duties.

        (a)    Service with the Company.    During the Term, Employee agrees to serve as (i) President and Chief Executive Officer of the Company, (ii) a member of the board of directors of the Company (the "Board") and (iii) a member of the Executive Committee of the Board (the "Executive Committee"). As President and Chief Executive Officer of the Company, Employee shall have overall charge of the business operations of the Company with the general powers and duties of supervision and management usually vested in the chief executive officer and president of a corporation and shall perform such reasonable employment duties as the Chairman of the Board, the Executive Committee or the Board shall assign to him from time to time, and any duties assigned to him will be commensurate with Employee's position as President and Chief Executive Officer. Employee will initially maintain primary residence in Massachusetts, but will operate from the current corporate headquarters as necessary and will upon the selection by the Board or the Executive Committee of the new location of corporate headquarters, relocate to the area of such corporate headquarters. Employee's services pursuant to this Agreement shall be performed primarily at the Company's offices in Collegeville, Pennsylvania or the new location of the Company's corporate headquarters, as applicable, or at such other facilities of the Company as the Company and Employee may agree upon from time to time. Employee's responsibilities and obligations as a director of the Company shall be governed by the Company's charter documents.

        (b)    Performance of Duties.    Employee agrees to serve the Company faithfully and to perform Employee's duties and responsibilities to the best of Employee's abilities in a reasonably diligent, trustworthy, businesslike and efficient manner. Employee further agrees to devote his full time, attention and efforts to the business and affairs of the Company during the Term except where any deviation from this requirement may be expressly approved in writing by the Chairman of the Board, the Executive Committee or the Board. Notwithstanding the foregoing, nothing in this Section 2(b) shall be deemed to prohibit Employee in engaging in passive investment activities for his own benefit or the benefit of his family provided that such activities do not impair Employee's performance of his obligations under this Agreement or violate any term or condition of that certain Non-Competition Agreement, dated September 15, 2003, between Employee and the Company. Employee hereby confirms that he is under no contractual commitment inconsistent with his obligations set forth in this Agreement, and that, during the Term, he will not render or perform services for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement. Employee hereby further confirms that he has terminated any existing employment agreement, if any, that he may have had with any other corporation, firm, entity or person, prior to the date hereof.

        3.    Compensation.

        (a)    Base Salary.    During the initial twelve (12) months of the Term, Employee's base salary shall be paid at a rate of $325,000 per annum, which base salary shall be paid in regular installments in accordance with the Company's general payroll practices, including those related to withholding for taxes, insurance and similar items. The base salary payable to Employee during each twelve-month period subsequent to the first twelve months of the Term shall be a minimum of $325,000 per annum and adjusted annually thereafter based on the consumer price index and any other adjustments as may be determined by the Compensation Committee of the Company's Board of Directors.

        (b)    Incentive Compensation.    In addition to the base salary, in any given year, Employee shall be eligible to receive an annual cash bonus equal to seventy five percent of Employee's then applicable base salary. Such bonus shall be determined based on the achievement of certain performance objectives set by the Compensation Committee of the Company's Board of Directors ("Compensation Committee") on an annual basis that will include operating cash flow, return on capital and appreciation in value of the Company's shareholder equity or such other parameters agreed upon by the Compensation Committee and Employee. The bonus will be increased to up to one hundred percent of Employee's applicable base salary based on the achievement of additional financial and operating targets set by the Compensation Committee. During fiscal year 2003, Employee shall receive a bonus equal to 27% of the 2003 fiscal year bonusable amount based upon the achievement of certain performance objectives set by the Compensation Committee.

        (c)    Participation in Benefit Plans.    During the Term, Employee shall be eligible to participate in all of the benefit plans or programs that have been established for the other employees of the Company at the same level as Employee, to the extent that Employee meets the requirements for each individual plan. The Company provides no assurances as to the adoption or continuance of any particular benefit plan or program, and Employee's participation in any such plan or program shall be subject to the terms, provisions, rules and regulations applicable thereto.

        (d)    Options.    Subject to the terms and conditions of the Company's 2000 Stock Option and Incentive Plan, as amended from time to time (the "Option Plan"), the Company shall grant Employee an option to purchase 540,000 shares of the Company's common stock at an exercise price of $8.18 per share, which option shall vest twenty percent per year over a period of five (5) years and will otherwise be subject to the terms of an option grant agreement (the "Initial Grant Agreement") to be entered into between Employee and the Company. The Company represents and warrants to the Employee that 540,000 shares represents 3% of the outstanding common stock of the Company (on a fully diluted basis) as of the date of this Agreement. Upon successful completion of an initial public offering by the Company, the Company shall grant Employee an additional option to purchase an amount of the Company's common stock equal to one percent of the number of shares of the Company's common stock outstanding as of the closing of such initial public offering at an exercise price equal to the initial public offering price, which option shall vest twenty percent per year over a period of five (5) years and will otherwise be subject to the terms of an option grant agreement (the "IPO Grant Agreement") to be entered into between Employee and the Company. The IPO Grant Agreement shall contain the same terms and conditions as the Initial Grant Agreement (other than a provision that the vesting of the options accelerates upon an initial public offering).

        (e)    Relocation Expenses.    The Company shall reimburse Employee for all reasonable and necessary out-of-pocket and documented direct costs of relocating and storing household goods, temporary housing and for the sales commission to be paid by Employee upon the sale of his current primary residence, subject to the presentment of appropriate vouchers in accordance with the Company's normal policies for expense verification. Such reimbursement will be "grossed up" to include an additional amount calculated to compensate Employee for any tax consequences suffered as a result of such payment, including but not limited to the value of the sales commission paid by

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Employee on the sale of his current residence. Upon relocation of Employee, the Company shall also pay Employee a one-time "room and drape allowance" of $30,000. If Employee does not relocate during the term of this Agreement, no "room and drape" allowance shall be paid.

        (f)    Expenses.    During the Term, the Company shall reimburse Employee for all reasonable and necessary out-of-pocket expenses incurred by Employee in the performance of his duties under this Agreement in accordance with the Company's customary and normal practices, subject to the presentment of appropriate vouchers in accordance with the Company's normal policies for expense verification. Employee shall have the right to participate in the Company's car plan, pursuant to the terms of such plan as they may be modified or amended from time to time.

        4.    Term.

        (a)    Duration of Employment.    Employee's employment hereunder shall commence on September 15, 2003 (the "Start Date") and shall be for a period of three (3) years from the Start Date (the "Term"); provided, however, that Employee's employment hereunder shall terminate prior to the expiration of the Term in the event that at any time during such Term:

          (i)  Employee dies;

         (ii)  Employee becomes Disabled (as hereinafter defined);

        (iii)  The Board of Directors of the Company elects to terminate this Agreement for Cause and notifies Employee in writing of such election;

        (iv)  The Board of Directors of the Company elects to terminate this Agreement without Cause and notifies Employee in writing of such election;

         (v)  Employee elects to terminate this Agreement for "Good Reason" and notifies the Company in writing of such election; or

        (vi)  Employee elects to terminate this Agreement without "Good Reason" and notifies the Company in writing of such election.

        If this Agreement is terminated pursuant to clause (i), (ii), (iii) or (v) of this Section 4(a), such termination shall be effective immediately. If this Agreement is terminated pursuant to clause (iv) or (vi) of this Section 4(a), such termination shall be effective thirty (30) days after delivery of the notice of termination.

        (b)    "Cause" Defined.    "Cause" means:

          (i)  Employee has materially breached any provision of this Agreement, any material written Company policy or any material contract between Employee and the Company, and Employee has failed to cure such breach within thirty (30) days after receipt of written notice of breach from the Company;

         (ii)  Employee has engaged in willful misconduct, including, without limitation, willful and repeated failure to perform Employee's duties as an officer or employee of the Company, and Employee has failed to cure such misconduct within thirty (30) days after receipt of written notice of default from the Company;

        (iii)  Employee has committed fraud, misappropriation or embezzlement in connection with the Company's business or has otherwise materially breached his fiduciary duty to the Company;

        (iv)  Employee has been convicted or has pleaded nolo contendere to any act constituting a felony under the laws of any state or of the United States of America, or any crime involving moral turpitude that, in the reasonable determination of the Company's Board of Directors, causes material harm to the Company; or

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         (v)  Employee abuses illegal drugs, alcohol or other controlled substances.

        (c)    Effect of Termination    Notwithstanding any termination of this Agreement, Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of this Agreement, which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee's employment.

        (d)    "Disabled" Defined.    As used in this Agreement, the term "Disabled" means any mental or physical condition that renders Employee unable to perform the essential functions of his position, with or without reasonable accommodation, as is consistent with the Americans with Disabilities Act and the Family and Medical Leave Act; for a period in excess of one hundred eighty (180) consecutive days or more than one hundred eighty (180) days during any period of three hundred sixty-five (365) calendar days.

        (e)    Surrender of Records and Property.    Upon termination of Employee's employment with the Company, Employee shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof that relate in any way to the business, products, practices or techniques of the Company or any of its Affiliates (as hereinafter defined), and all other property, trade secrets and confidential information of the Company or any of its Affiliates, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company or any of its Affiliates, which in any of these cases are in Employee's possession or under Employee's control.

        (f)    Wage Continuation.    If Employee's employment by the Company is terminated by Employee or the Company pursuant to clause (i), (ii), (iv) or (v) of Section 4(a), then, in consideration for the execution by Employee of a release in form and substance satisfactory to the Company (which condition shall not apply in the event of termination pursuant to clause (i) of Section 4(a)), the Company shall pay to Employee or his estate, as the case may be, a lump sum equal to eighteen times his monthly base salary then in effect, less any payments received by Employee from any disability income insurance policy provided to him by the Company and shall continue to provide health, dental and vision insurance benefits and life insurance for the Employee (to the extent provided by the Company at the time of Employee's termination and to the extent Employee remains eligible under COBRA for such benefits) for eighteen (18) months from the date of termination of employment. If this Agreement is terminated pursuant to clause (iii) or (vi) of Section 4(a), Employee's right to base salary and all benefits shall immediately terminate, except as may otherwise be required by applicable law.

        (g)    Termination of Benefits.    All of Employee's rights to any other employee benefit hereunder (except as described in Section 4(f) or pursuant to law) accruing after the termination of Employee's employment with the Company shall cease upon such termination. Upon termination of this Agreement for any reason whatsoever, Employee shall have the right to receive compensation at the rate of Employee's then applicable base salary for any accrued but unused vacation time. Notwithstanding the foregoing, the effect of Employee's termination on the options granted to Employee described in Section 3(d) above shall be governed by the terms of the Initial Grant Agreement and IPO Grant Agreement, if applicable.

        (h)    Bonus Continuation.    If Employee's employment by the Company is terminated by Employee or the Company pursuant to clause (i), (ii), (iv) or (v) of Section 4(a), then, in consideration for the execution by Employee of a release in form and substance satisfactory to the Company (which condition shall not apply in the event of termination pursuant to clause (i) of Section 4(a)), the Company shall pay to Employee or his estate, as the case may be, pursuant to Section 3(b) Employee's pro rata share of all amounts earned or accrued thereunder through such date of termination (subject to applicable withholdings pursuant to the Company's standard payroll practices). In the case of bonuses under Section 3(b) that are calculated based on an annual basis or other specified period of

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time, Employee, or his estate, as the case may be, shall receive payment of Employee's pro rata portion (subject to applicable withholdings pursuant to the Company's standard payroll practices) following the termination of the period for which such bonuses are calculated notwithstanding the fact that Employee is not employed by the Company on the last day of such period. If Employee's employment is terminated pursuant to clause (iii) or (vi) of Section 4(a), Employee's right to payments pursuant to all clauses of Section 3(b) shall immediately terminate, except as may otherwise be required by applicable law.

        (i)    "Affiliate" Defined.    As used in this Agreement, the term "Affiliate" of a person or entity means any person or entity controlled by, controlling or under common control with such person or entity, or any member of the immediate family, including parents, spouse, children or siblings, of such person.

        (j)    "Good Reason" Defined.    As used in this Agreement, the term "Good Reason" means (i) any non-consensual reduction in base salary as provided in Section 3(a) hereof (that does not correspond to any material change or reduction in the duties of Employee which is at the request or consent of Employee); (ii) any non-consensual material reduction in benefits as provided in Section 3(b) hereof (that does not correspond to any material change or reduction in the duties of Employee which is at the request or consent of Employee); (iii) any non-consensual material change in the title or duties of Employee; (iv) any non-consensual required relocation of Employee's principal place of employment outside of a sixty (60) mile radius of Employee's then principal place of employment; (v) any circumstance whereby the Company is engaging in unethical or illegal activity; or (vi) termination upon assignment pursuant to Section 9(e) below.

        (k)    Option Vesting Under Special Circumstances.    In the event of a Change of Control as defined in Section 2.5(ii) and 2.5(iii) of the Option Plan or an Initial Public Offering as defined in the Initial Grant Agreement, all unvested options granted to Employee pursuant to the Initial Grant Agreement shall vest in accordance with the terms of the Initial Grant Agreement.

        (l)    Payment of Excise Tax.    In the event Employee will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Code"), or any interest or penalties with respect to such excise tax, as a result of any payments (including any "parachute payment" within the meaning of Section 280(G)(b)(2) of the Code) or distribution by the Company to or for the Employee's benefit, whether paid or payable or distributed or distributable, then the Company shall make an additional payment to Employee in an amount sufficient to cover the amount of all excise tax due on a one-time, grossed-up basis (including any interest or penalties imposed with respect to such taxes).

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        5.    Ventures.    If, during the Term, Employee is engaged in or associated with the planning or implementing of any project, program or venture involving the Company, or any of its Affiliates, and a third party or parties, all rights in such project, program or venture shall belong to the Company or its Affiliates, as applicable. Except as approved by the Company's Board of Directors, Employee shall not be entitled to any interest in such project, program or venture or to any commission, finder's fee or other compensation in connection therewith other than the compensation to be paid to Employee as provided in this Agreement. Employee shall have no interest, direct or indirect, in any vendor or customer of the Company or any of its Affiliates, except that nothing in this Agreement shall preclude Employee from owning less than 3% of the total number of outstanding shares of a publicly traded company, regardless of whether such company is a vendor or customer of the Company.

        6.    Intellectual Property.

        (a)    Disclosure and Assignment.    Employee will promptly disclose in writing to the Company complete information concerning each and every invention, discovery, improvement, device, design, apparatus, practice, process, method or product, whether patentable or not, made, developed, perfected, devised, conceived or first reduced to practice by Employee, either solely or in collaboration with others, during the Term, whether or not during regular working hours, relating either directly or indirectly to the business, products, practices or techniques of the Company or any of its Affiliates ("Developments"). Employee, to the extent that he has the legal right to do so, hereby acknowledges that any and all of the Developments are the property of the Company and hereby assigns and agrees to assign to the Company any and all of Employee's right, title and interest in and to any and all Developments. At the request of the Company, Employee will confer with the Company and its representatives, at the Company's expense, for the purpose of disclosing all Developments to the Company as the Company shall reasonably request during the period ending one (1) year after termination of Employee's employment with the Company.

        (b)    Limitation on Section 6(a).    The provisions of Section 6(a) shall not apply to any Development meeting the following conditions:

          (i)  such Development was developed entirely on Employee's own time;

         (ii)  such Development was made without the use of any equipment, supplies, facility or trade secret information of the Company or any of its Affiliates;

        (iii)  such Development does not relate (A) directly to the business of the Company or any of its Affiliates or (B) to the Company's, or any of its Affiliate's, actual or demonstrably anticipated research or development; and

        (iv)  such Development does not result from any work performed by Employee for the Company or any of its Affiliates.

        (c)    Assistance of Employee.    Upon request and without further compensation therefor, but at no expense to Employee, and whether during the Term or thereafter, Employee will do all lawful acts, including but not limited to, the execution of papers and lawful oaths and the giving of testimony, that, in the reasonable opinion of the Company, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign patents, including but not limited to, design patents, on the Developments, and for perfecting, affirming and recording the Company's, or any of its Affiliate's, complete ownership and title thereto, and to cooperate otherwise in all proceedings and matters relating thereto.

        (d)    Records.    Employee will keep complete, accurate and authentic accounts, notes, data and records of the Developments in the manner and form requested by the Company. Such accounts, notes, data and records shall be the property of the Company, and, upon its request, Employee will promptly

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surrender same to it or, if not previously surrendered upon its request or otherwise, Employee will surrender the same, and all copies thereof, to the Company upon the conclusion of his employment.

        (e)    Obligations, Restrictions and Limitations.    Employee understands that the Company, or its Affiliates, may enter into agreements or arrangements with agencies of the United States Government, and that the Company, or its Affiliates, as applicable, may be subject to laws and regulations which impose obligations, restrictions and limitations on it with respect to inventions and patents which may be acquired by it or which may be conceived or developed by employees, consultants or other agents rendering services to it. Employee shall be bound by all such obligations, restrictions and limitations applicable to any such invention conceived or developed by him during the Term and shall take any and all further action that may be required to discharge such obligations and to comply with such restrictions and limitations.

        (f)    Copyrightable Material.    All right, title and interest in all copyrightable material relevant to the business of the Company, that Employee shall conceive or originate during the Term, either individually or jointly with others, and which arise out of the performance of this Agreement, will be the property of the Company and are by this Agreement assigned to the Company along with ownership of any and all copyrights in the copyrightable material. Upon request and without further compensation therefor, but at no expense to Employee, and whether during the Term or thereafter, Employee shall execute all papers and perform all other acts necessary to assist the Company to obtain and register copyrights on such materials in any and all countries. Where applicable, works of authorship created by Employee for the Company in performing his responsibilities under this Agreement shall be considered "works made for hire," as defined in the U.S. Copyright Act.

        (g)    Know-How and Trade Secrets.    All know-how and trade secret information conceived or originated by Employee that arises out of the performance of his obligations or responsibilities under this Agreement or any related material or information shall be the property of the Company, and all rights therein are by this Agreement assigned to the Company.

        7.    Settlement of Disputes.

        (a)    Arbitration.    Except as provided in Section 7(c), any claims or disputes of any nature between the Company and Employee arising from or related to the performance, breach, termination, expiration, application or meaning of this Agreement or any matter relating to Employee's employment and the termination of that employment by the Company shall be resolved exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with the then existing Commercial Arbitration Rules for Resolution of Employment Disputes of the American Arbitration Association. In the event of submission of any dispute to arbitration, each party shall, not later than thirty (30) days prior to the date set for hearing, provide to the other party and to the arbitrator(s) a copy of all exhibits upon which the party intends to rely at the hearing and a list of all persons each party intends to call at the hearing (other than rebuttal witnesses). The arbitrator(s)' fees and all other costs shall be shared equally by the parties.

        (b)    Binding Effect.    The decision of the arbitrator(s) shall be final and binding upon both parties. Judgment of the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

        (c)    Resolution of Certain Claims—Injunctive Relief.Section 7(a) shall have no application to claims by the Company asserting a violation of Section 4(e) or 6 or seeking to enforce, by injunction or otherwise, the terms of Section 4(e) or 6. Such claims may be maintained by the Company in a lawsuit subject to the terms of Section 7(d). Employee acknowledges that it would be difficult to fully compensate the Company for damages resulting from any breach by him of the provisions of this Agreement. Accordingly, Employee agrees that, in addition to, but not to the exclusion of any other available remedy, the Company shall have the right to enforce the provisions of Section 4(e) or 6 by

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applying for and obtaining temporary and permanent restraining orders or injunctions from a court of competent jurisdiction, and without the necessity of proving actual damages, and the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in enforcing the provisions of Section 4(e) or 6.

        (d)    Venue.    Any action at law, suit in equity or judicial proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement, or any provision hereof, shall be litigated only in the courts of the Philadelphia County, Pennsylvania. Employee and the Company consent to the jurisdiction of such courts over the subject matter set forth in Section 7(c). Employee waives any right Employee may have to transfer or change the venue of any litigation brought against Employee by the Company.

        8.    Representations.

        (a)    Employee's Representations.    Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which Employee is bound, (ii) Employee is not a party to or bound by any employment agreement, covenant not to compete or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

        (b)    Company's Representations.    Company hereby represents and warrants to Employee that (i) the execution, delivery and performance of this Agreement by the Company does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment, or decree to which the Company is a party or by which the Company is bound, and (ii) upon the execution and delivery of this Agreement by Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

        9.    Miscellaneous.

        (a)    Entire Agreement.    This Agreement (including the exhibits, schedules and other documents referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter hereof. The Company and Employee are also party to that certain Non-Competition Agreement of even date herewith. In the event of any direct conflict between any term of this Agreement and any term of any other agreement executed by Employee, the terms of this Agreement shall control. If Employee signed or signs any other agreement(s) relating to or arising from Employee's employment with Company, all provisions of such Agreement(s) that do not directly conflict with a provision of this Agreement shall not be affected, modified or superseded by this Agreement, but rather shall remain fully enforceable according to their terms.

        (b)    Counterparts.    This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing any such counterpart.

        (c)    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision(s) of this Agreement will not be affected or impaired thereby. To the extent that any court concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable and only in view of the parties' express desire that the

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Company be protected to the greatest extent allowed by law from the misuse or disclosure of confidential information or Developments.

        (d)    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives and, to the extent permitted by Section 9(e), successors and assigns.

        (e)    Assignability.    Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable (including by operation of law) by either party without the prior written consent of the other party to this Agreement, except that the Company may, without the consent of Employee, assign its rights and obligations under this Agreement to any corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which fifty percent (50%) or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company, provided that the assignee assumes all obligations of the Company under this Agreement. If such assignee does not assume all obligations of the Company under this Agreement, Employee shall have the right to terminate this Agreement for Good Reason pursuant to the terms of Section 4 above. After any such assignment by the Company, the Company shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 9.

        (f)    Modification, Amendment, Waiver or Termination.    No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement. No delay on the part of the Company in exercising any right hereunder shall operate as a waiver of such right. No waiver, express or implied, by the Company of any right or any breach by Employee shall constitute a waiver of any other right or breach by Employee.

        (g)    Notices.    All notices, consents, requests, instructions, approvals or other communications provided for herein shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at the address set forth herein. All such communications shall be effective when received.

Notices to Employee:

Ron Sparks

Notices to Company:

UTI Corporation
200 W. 7^th Avenue
Collegeville, PA 19426
Attn: Chairman of the Board
Fax: (610) 409-2470

with a copy to:

Hogan & Hartson L.L.P.
1200 17th Street, Suite 1500
Denver, Colorado 80202
Attn: Christopher J. Walsh
Fax: (303) 899-7333

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        Any party may change the address set forth above by notice to each other party given as provided herein.

        (h)    Headings.    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

        (i)    Governing Law.    All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law provisions thereof.

        (j)    Withholding Taxes.    The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph.

UTI CORPORATION
By:	/s/  BRUCE L. ROGERS
Name:	Bruce L. Rogers
Title:	Chairman
EMPLOYEE
/s/  RON SPARKSRon Sparks

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Exhibit 10.1

EMPLOYMENT AGREEMENT

EX-10.2

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Exhibit 10.2

March 21, 2003

Gary D. Curtis
96 Grist Mill Road
Monroe, CT 06468

Dear Gary:

        We are pleased to offer you the position of Vice President of Sales and Marketing for UTI reporting to our Chief Executive Officer, Drew Freed. The position is based in Collegeville, PA and will require you to relocate to the surrounding area.

•

The starting base salary will be $185,000 annually ($15,416.67 per month).



•

The target bonus will be 50% and will be based primarily on the financial performance of UTI.



•

The Company will pay for three (3) round trip airfares by you and your spouse to evaluate property.



•

UTI will reimburse you for reasonable relocation expenses, such as carrier charges for preparation, packing, crating, loading, transporting, unloading, uncrating and setting up of household goods and personal effects and storage of furniture and personal belongings while in transition. (Since this reimbursement must be processed through payroll, it will be "grossed up" to include taxes). This list is not meant to be all-inclusive.



•

The Company will provide you with a "room and drape allowance" equal to one month's salary of $15,416.67.



•

The Company will pay for reasonable temporary housing.



•

You will be eligible to participate in our Company car program.



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You will be recommended to the UTI Corporation Board of Directors for 25,000 stock options at a strike price of $8.18 per share. The stock options vest 20% per year.

        Under separate cover, you will receive an informative packet explaining the following benefits:

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Medical/Dental Insurance



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401K



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Life Insurance



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Travel Accident Insurance

        This offer is contingent upon the following:

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Your start date to be on or before April 15, 2003.



•

This offer is removed by UTI Corporation if you choose not to accept the offer by Tuesday, March 25.



•

You passing the required physical examination including drug testing prior to being hired.

        You should also understand that you would be employed at-will, which means that either you or the Company can terminate employment at any time. Should the company terminate your employment without cause, we will agree to provide you the base monthly salary then in effect and shall continue to provide health insurance benefits through six months from the date of termination in exchange for a legal release of all claims that you may have against the company relating to your employment.

        Nothing in this letter should be interpreted as a contract. However before beginning employment all exempt employees are required to sign either the Employee Confidentiality, Creative Works and

Non-Competition Agreement or the Sales Employee Confidentiality, Creative Works and Non-Competition Agreement.

        Gary, Drew and I, as well as our colleagues at KRG, believe that you can make a strong contribution in helping the UTI companies continue to profitably grow. On a personal note, I also feel that you would be a terrific addition to our management team and I would look forward to working with you in the future.

        Please review this letter and return the signed copy by Tuesday, March 25. If you have any questions regarding this offer, please do not hesitate to call me at (610) 409-2225.

        We look forward to your acceptance of this offer.

Sincerely yours,
/s/  STEWART A. FISHER Steward A. Fisher UTI Chief Financial Officer
AGREED TO AND ACCEPTED BY:	/s/  GARY D. CURTIS Gary D. Curtis
DATED:	3-24-03

Cc:

A.D. Freed
S.D. Neumann

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[UTI LETTER HEAD]

July 19, 2004

Gary Curtis
27 Manor Road
Scituate MA 02066

Dear Gary,

        Welcome to the opportunity to help shape the future of UTI. I am sure that the learning and the knowledge base you build during this assignment will provide a personal and professional growth experience that will lead to even more exciting opportunities for you in the future.

        This letter is to confirm your Integration Team role at UTI and to confirm the recent discussions regarding your career and/or compensation.

•

Project Team Role: You will be assuming a part time role as a Sales functional representative on the Integration Project Team



•

Base Salary: Your current base salary of $190,000.08 will not be affected by your participation in the Integration Team. Your salary will continue to be reviewed consistent with current practices.



•

Integration Team Bonus Participation: You will participate in the Integration Team Bonus Program with an award potential of $25,000 for each six (6) month performance period.



•

Annual Bonus Participation: You will continue to be eligible to participate in our Corporate, Division or site bonus program and any award under this program will be in addition to your Integration Team award.



•

Equity Grant: You will be recommended to the UTI Corporation Board of Directors to receive a grant of 5,000 stock options, with a grant price of $8.18 per share. Any options granted will be in accordance with the terms of the Stock Option Plan.



•

Project Commitment: It is understood that this project role may last from 12 to 24 months and may require extensive travel and erratic time demands.



•

Effective Date: The effective date of the Integration Project Team bonus and stock options (upon approval of the Board) will be July 1, 2004, provided you have signed both this letter and the attached confidentiality agreement.



•

Location: You will remain located at your current facility.



•

Benefits: So long as you remain at your current facility, you will continue to participate in the benefit plans and programs, of that facility, such as they are today or as they may be changed from time to time.

        Once again, congratulations on this opportunity and I look forward to working with you to shape the future of UTI. Please return your signed copy of this letter and the attached confidentiality agreement directly to Brian Young.

Sincerely,

	/s/  GARY D. CURTIS Accepted
/s/ Brian Splan Brian Splan Integration Project Leader

Copy: Ron Sparks, Brian Young

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Exhibit 10.2

EX-10.3

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Exhibit 10.3

EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT, dated as of August    , 2001 (this "Agreement"), is made and entered into by and between UTI Corporation, a Maryland corporation (the "Company") and Stewart Fisher ("Employee").

WHEREAS, the Company desires to retain the services of Employee, and Employee desires to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

        1.    Employment.    The Company hereby employs Employee, and Employee accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.

        2.    Position and Duties.

        (a)    Service with the Company.    During the Term, Employee agrees to serve as Chief Financial Officer of the Company with (i) oversight of the financial and accounting functions for the Company and all operating subsidiaries thereof and (ii) oversight of such other functions as agreed to by the Chief Executive Officer and Employee, and to perform such reasonable employment duties as the Chief Executive Officer or the Board of Directors of the Company shall assign to him from time to time. Employee's services pursuant to this Agreement shall be performed primarily at the offices of the Company in Collegeville, Pennsylvania or at such other facilities of the Company as the Company and Employee may agree upon from time to time.

        (b)    Performance of Duties.    Employee agrees to serve the Company faithfully and to perform Employee's duties and responsibilities to the best of Employee's abilities in a reasonably diligent, trustworthy, businesslike and efficient manner. Employee further agrees to devote his full time, attention and efforts to the business and affairs of the Company during the Term. Employee hereby confirms that he is under no contractual commitment inconsistent with his obligations set forth in this Agreement, and that, during the Term, he will not render or perform services for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement. Employee hereby further confirms that he has terminated any existing employment agreement, if any, that he may have had with any other corporation, firm, entity or person, prior to the date hereof.

        3.    Compensation.

        (a)    Base Salary.    During the initial twelve (12) months of the Term, Employee's base salary shall be paid at a rate of $300,000 per annum, which base salary shall be paid in regular installments in accordance with the Company's general payroll practices, including those related to withholding for taxes, insurance and similar items. The base salary payable to Employee during each twelve-month period subsequent to the first twelve months of the Term shall be a minimum of $300,000 per annum and adjusted annually thereafter based on the consumer price index and any other adjustments as may be determined by Company's Chief Executive Officer and the Compensation Committee of the Company's Board of Directors.

        (b)    Incentive Compensation.    In addition to the base salary, Employee shall be eligible to receive annual bonuses as follows:

        (i)    Annual Bonus.    In any given year, Employee shall be eligible to receive an annual cash bonus equal to up to seventy five percent of Employee's then applicable base salary. Such bonus shall be determined in the sole discretion of the Compensation Committee of the Company's Board of Directors based on the achievement of certain performance objectives set by the Compensation Committee of the Company's Board of Directors on an annual basis that will

include earnings per share, operating cash flow, return on capital and appreciation of the Company's stock on the Nasdaq National Market or other national market or exchange, if the Company becomes listed thereon.

        (ii)    Additional Discretionary Bonus.    In any given year, Employee shall be entitled to receive additional bonuses at the sole discretion of the Company's Board of Directors or the Compensation Committee of the Company's Board of Directors.

        (c)    Participation in Benefit Plans.    During the Term, Employee shall be eligible to participate in all of the benefit plans or programs that have been established for the other employees of the Company at the same level as Employee, to the extent that Employee meets the requirements for each individual plan. The Company provides no assurances as to the adoption or continuance of any particular benefit plan or program, and Employee's participation in any such plan or program shall be subject to the terms, provisions, rules and regulations applicable thereto.

        (d)    Starting Bonus.    Upon commencement of Employee's employment on the Start Date (as defined below), as partial compensation for forfeited benefits from Employee's previous employment, the Company shall pay to Employee a cash bonus in an amount equal to $75,000, subject to withholding for taxes, insurance and similar items (the "Cash Start Bonus"). In addition to the Cash Start Bonus, the Company shall pay to Employee over the twelve (12) month period following the Start Date (on such schedule and in such increments to be determined in the Company's discretion) an additional cash bonus in an amount equal to $75,000, subject to withholding for taxes, insurance and similar items.

        (e)    Options.    Subject to the terms and conditions of the Company's 2000 Stock Option and Incentive Plan, as amended from time to time (the "Option Plan"), the Company shall grant Employee an option to purchase 135,000 shares of the Company's common stock at an exercise price of $9.78 per share, which option shall vest twenty percent per year over a period of five (5) years and will otherwise be subject to the terms of an option agreement to be entered into between Employee and the Company. Such option is intended to be an incentive stock option, subject to the terms and conditions of the Option Plan, including but not limited to Section 7.1 thereof, which provides that an option shall constitute an incentive stock option to the extent the aggregate Fair Market Value (as such term is defined in the Option Plan) (determined at the time such option is granted) of the shares of stock with respect to which all incentive stock options held by a grantee become exercisable for the first time during any calendar year does not exceed $100,000.

        (f)    Relocation Expenses.    The Company shall reimburse Employee for all reasonable, necessary and pre-approved out-of-pocket and documented direct costs of relocating household goods and for the sales commission to be paid by Employee upon the sale of his current primary residence, subject to the presentment of appropriate vouchers in accordance with the Company's normal policies for expense verification. Such reimbursement will be "grossed up" to include an additional amount calculated to compensate Employee for any tax consequences suffered as a result of such payment, including but not limited to the value of the sales commission paid by Employee on the sale of his current residence.

        (g)    Expenses.    During the Term, the Company shall reimburse Employee for all reasonable and necessary out-of-pocket expenses incurred by Employee in the performance of his duties under this Agreement in accordance with the Company's customary and normal practices, subject to the presentment of appropriate vouchers in accordance with the Company's normal policies for expense verification.

        4.    Term.

        (a)    Duration of Employment.    Employee's employment hereunder shall commence on October 1, 2001 (the "Start Date") and shall be for a period of five (5) years from the Start Date (the "Term");

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provided, however, that Employee's employment hereunder shall terminate prior to the expiration of the Term in the event that at any time during such Term:

          (i)  Employee dies;

         (ii)  Employee becomes Disabled (as hereinafter defined);

        (iii)  The Board of Directors of the Company elects to terminate this Agreement for Cause and notifies Employee in writing of such election;

        (iv)  The Board of Directors of the Company elects to terminate this Agreement without Cause and notifies Employee in writing of such election;

         (v)  Employee elects to terminate this Agreement for "Good Reason" and notifies the Company in writing of such election; or

        (vi)  Employee elects to terminate this Agreement without "Good Reason" and notifies the Company in writing of such election.

        If this Agreement is terminated pursuant to clause (i), (ii), (iii) or (v) of this Section 4(a), such termination shall be effective immediately. If this Agreement is terminated pursuant to clause (iv) or (vi) of this Section 4(a), such termination shall be effective thirty (30) days after delivery of the notice of termination.

        (b)    "Cause" Defined.    "Cause" means:

          (i)  Employee has breached the provisions of this Agreement, any material written Company policy or any material contract between Employee and the Company, and Employee has failed to cure such breach within thirty (30) days after receipt of written notice of breach from the Company;

         (ii)  Employee has failed to perform Employee's duties and responsibilities in accordance with the provisions of Section 2 of this Agreement, as reasonably determined by the Company's Board of Directors, and Employee has failed to cure such failure within thirty (30) days after receipt of written notice of default from the Company;

        (iii)  Employee has engaged in willful misconduct, including, without limitation, willful failure to perform Employee's duties as an officer or employee of the Company, and Employee has failed to cure such misconduct within thirty (30) days after receipt of written notice of default from the Company;

        (iv)  Employee has committed fraud, misappropriation or embezzlement in connection with the Company's business or has otherwise breached his fiduciary duty to the Company;

         (v)  Employee has been convicted or has pleaded nolo contendere to any act constituting a felony under the laws of any state or of the United States of America, or any crime involving moral turpitude that, in the reasonable determination of the Company's Board of Directors, causes material harm to the Company; or

        (vi)  Employee abuses illegal drugs, alcohol or other controlled substances.

        (c)    Effect of Termination    Notwithstanding any termination of this Agreement, Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of this Agreement, which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee's employment.

        (d)    "Disabled" Defined.    As used in this Agreement, the term "Disabled" means any mental or physical condition that renders Employee unable to perform the essential functions of his position, with or without reasonable accommodation, as is consistent with the Americans with Disabilities Act and the

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Family and Medical Leave Act; for a period in excess of ninety (90) consecutive days or more than one hundred twenty (120) days during any period of three hundred sixty-five (365) calendar days.

        (e)    Surrender of Records and Property.    Upon termination of Employee's employment with the Company, Employee shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof that relate in any way to the business, products, practices or techniques of the Company or any of its Affiliates (as hereinafter defined), and all other property, trade secrets and confidential information of the Company or any of its Affiliates, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company or any of its Affiliates, which in any of these cases are in Employee's possession or under Employee's control.

        (f)    Wage Continuation.    If Employee's employment by the Company is terminated by Employee or the Company pursuant to clause (i), (ii), (iv) or (v) of Section 4(a), then, in consideration for the execution by Employee of a release in form and substance satisfactory to the Company (which condition shall not apply in the event of termination pursuant to clause (i) of Section 4(a)), the Company shall continue to pay to Employee or his estate, as the case may be, his base salary then in effect (less any payments received by Employee from any disability income insurance policy provided to him by the Company) and shall continue to provide health insurance benefits for Employee through the earlier of (i) the date that Employee has obtained other full-time employment, including health insurance benefits, or (ii) eighteen (18) months from the date of termination of employment. If this Agreement is terminated pursuant to clause (iii) or (vi) of Section 4(a), other than pursuant to clause (ii) of Section 4(b), Employee's right to base salary and all benefits shall immediately terminate, except as may otherwise be required by applicable law. If Employee's employment by the Company is terminated by the Company pursuant to clause (ii) of Section 4(b), then, in consideration for the execution by Employee of a release in form and substance satisfactory to the Company, the Company shall continue to pay to Employee his base salary then in effect and shall continue to provide health insurance benefits for Employee through the earlier of (i) the date that Employee has obtained other full-time employment, including health insurance benefits, or (ii) twelve (12) months from the date of termination of employment.

        (g)    Termination of Benefits.    All of Employee's rights to any other employee benefit hereunder (except as described in Section 4(f) or pursuant to law) accruing after the termination of Employee's employment with the Company shall cease upon such termination. Upon termination of this Agreement for any reason whatsoever, Employee shall have the right to receive compensation at the rate of Employee's then applicable base salary for any accrued but unused vacation time. Notwithstanding the foregoing, if Employee's employment by the Company is terminated by Employee or the Company pursuant to clause (i), (ii), (iv) or (v) of Section 4(a) or pursuant to clause (iii) of Section 4(a) for Cause pursuant to clause (ii) of Section 4(b), all shares subject to the option described in Section 3(e) hereof shall become immediately vested.

        (h)    Bonus Continuation.    If Employee's employment by the Company is terminated by Employee or the Company pursuant to clause (i), (ii), (iv) or (v) of Section 4(a), then, in consideration for the execution by Employee of a release in form and substance satisfactory to the Company (which condition shall not apply in the event of termination pursuant to clause (i) of Section 4(a)), the Company shall pay to Employee or his estate, as the case may be, pursuant to Section 3(b) Employee's pro rata share of all amounts earned or accrued thereunder through such date of termination (subject to applicable withholdings pursuant to the Company's standard payroll practices). In the case of bonuses under Section 3(b) that are calculated based on an annual basis or other specified period of time, Employee, or his estate, as the case may be, shall receive payment of Employee's pro rata portion (subject to applicable withholdings pursuant to the Company's standard payroll practices) following the termination of the period for which such bonuses are calculated notwithstanding the fact that Employee is not employed by the Company on the last day of such period. If Employee's employment is

4

terminated pursuant to clause (iii) or (vi) of Section 4(a), Employee's right to payments pursuant to all clauses of Section 3(b) shall immediately terminate, except as may otherwise be required by applicable law.

        (i)    "Affiliate" Defined.    As used in this Agreement, the term "Affiliate" of a person or entity means any person or entity controlled by, controlling or under common control with such person or entity, or any member of the immediate family, including parents, spouse, children or siblings, of such person.

        (j)    "Good Reason" Defined.    As used in this Agreement, the term "Good Reason" means (i) any non-consensual reduction in base salary as provided in Section 3(a) hereof (that does not correspond to any material change or reduction in the duties of Employee which is at the request or consent of Employee); (ii) any non-consensual material reduction in benefits as provided in Section 3(b) hereof (that does not correspond to any material change or reduction in the duties of Employee which is at the request or consent of Employee); (iii) any non-consensual material change in the title or duties of Employee; (iv) any non-consensual required relocation of Employee's principal place of employment outside of a sixty (60) mile radius of Employee's then principal place of employment that is permanent or lasts for longer than six (6) months; or (v) any circumstance whereby the Company is engaging in unethical or illegal activity and the Company has failed to cure, correct or discontinue such activity within thirty (30) days after receipt of written notice of such activity from Employee.

        (k)    Change of Control.    In the event of an anticipated Change of Control as defined in Section 2.5(ii) or 2.5(iii) of the Option Plan, and irrespective of the exceptions set forth in the last sentence of Section 18.3 of the Plan, all options granted to Employee shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days prior to the scheduled consummation of such Change of Control. Any exercise of an option during such fifteen (15) day period shall be conditioned upon the consummation of the Change of Control event and shall be effective only immediately before the consummation of such event. Upon consummation of any such Change of Control all of Employee's outstanding but unexercised options shall terminate. The Board of Directors of the Company shall send written notice to Employee of an anticipated Change of Control event that will result in such options becoming exercisable or such unexercised options terminating not later than the time at with the Company gives notice thereof to its Shareholders.

        (l)    Payment of Excise Tax.    In the event Employee will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Code"), or any interest or penalties with respect to such excise tax, as a result of any payments (including any "parachute payment" within the meaning of Section 280(G)(b)(2) of the Code) or distribution by the Company to or for the Employee's benefit, whether paid or payable or distributed or distributable, then the Company shall make an additional payment to Employee in an amount sufficient to cover the amount of all excise tax due (including any interest or penalties imposed with respect to such taxes).

        5.    Ventures.    If, during the Term, Employee is engaged in or associated with the planning or implementing of any project, program or venture involving the Company, or any of its Affiliates, and a third party or parties, all rights in such project, program or venture shall belong to the Company or its Affiliates, as applicable. Except as approved by the Company's Board of Directors, Employee shall not be entitled to any interest in such project, program or venture or to any commission, finder's fee or other compensation in connection therewith other than the compensation to be paid to Employee as provided in this Agreement. Employee shall have no interest, direct or indirect, in any vendor or customer of the Company or any of its Affiliates, except that nothing in this Agreement shall preclude Employee from owning less than 1% of the total number of outstanding shares of a publicly traded company, regardless of whether such company is a vendor or customer of the Company.

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        6.    Intellectual Property.    

        (a)    Disclosure and Assignment.    Employee will promptly disclose in writing to the Company complete information concerning each and every invention, discovery, improvement, device, design, apparatus, practice, process, method or product, whether patentable or not, made, developed, perfected, devised, conceived or first reduced to practice by Employee, either solely or in collaboration with others, during the Term, or within six (6) months thereafter, whether or not during regular working hours, relating either directly or indirectly to the business, products, practices or techniques of the Company or any of its Affiliates ("Developments"). Employee, to the extent that he has the legal right to do so, hereby acknowledges that any and all of the Developments are the property of the Company and hereby assigns and agrees to assign to the Company any and all of Employee's right, title and interest in and to any and all Developments. At the request of the Company, Employee will confer with the Company and its representatives for the purpose of disclosing all Developments to the Company as the Company shall reasonably request during the period ending one (1) year after termination of Employee's employment with the Company.

        (b)    Future Developments.    As to any future Developments made by Employee that relate to the business, products or practices of the Company, or any of its Affiliates, and that are first conceived or reduced to practice during the Term, or within six (6) months thereafter, but which are claimed for any reason to belong to an entity or person other than the Company or any of its Affiliates, Employee will promptly disclose the same in writing to the Company and shall not disclose the same to others if the Company, within twenty (20) days thereafter, shall claim ownership of such Developments under the terms of this Agreement. If Employee makes such disclosure and the Company does not make a claim, the Company agrees to make all reasonable efforts to receive and hold in confidence any such information disclosed by Employee.

        (c)    Limitation on Sections 6(a) and 6(b).    The provisions of Sections 6(a) and 6(b) shall not apply to any Development meeting the following conditions:

          (i)  such Development was developed entirely on Employee's own time;

         (ii)  such Development was made without the use of any equipment, supplies, facility or trade secret information of the Company or any of its Affiliates;

        (iii)  such Development does not relate (A) directly to the business of the Company or any of its Affiliates or (B) to the Company's, or any of its Affiliate's, actual or demonstrably anticipated research or development; and

        (iv)  such Development does not result from any work performed by Employee for the Company or any of its Affiliates.

        (d)    Assistance of Employee.    Upon request and without further compensation therefor, but at no expense to Employee, and whether during the Term or thereafter, Employee will do all lawful acts, including but not limited to, the execution of papers and lawful oaths and the giving of testimony, that, in the opinion of the Company, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign patents, including but not limited to, design patents, on the Developments, and for perfecting, affirming and recording the Company's, or any of its Affiliate's, complete ownership and title thereto, and to cooperate otherwise in all proceedings and matters relating thereto.

        (e)    Records.    Employee will keep complete, accurate and authentic accounts, notes, data and records of the Developments in the manner and form requested by the Company. Such accounts, notes, data and records shall be the property of the Company, and, upon its request, Employee will promptly surrender same to it or, if not previously surrendered upon its request or otherwise, Employee will surrender the same, and all copies thereof, to the Company upon the conclusion of his employment.

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        (f)    Obligations, Restrictions and Limitations.    Employee understands that the Company, or its Affiliates, may enter into agreements or arrangements with agencies of the United States Government, and that the Company, or its Affiliates, as applicable, may be subject to laws and regulations which impose obligations, restrictions and limitations on it with respect to inventions and patents which may be acquired by it or which may be conceived or developed by employees, consultants or other agents rendering services to it. Employee shall be bound by all such obligations, restrictions and limitations applicable to any such invention conceived or developed by him during the Term and shall take any and all further action that may be required to discharge such obligations and to comply with such restrictions and limitations.

        (g)    Copyrightable Material.    All right, title and interest in all copyrightable material that Employee shall conceive or originate, either individually or jointly with others, and which arise out of the performance of this Agreement, will be the property of the Company and are by this Agreement assigned to the Company along with ownership of any and all copyrights in the copyrightable material. Upon request and without further compensation therefor, but at no expense to Employee, and whether during the Term or thereafter, Employee shall execute all papers and perform all other acts necessary to assist the Company to obtain and register copyrights on such materials in any and all countries. Where applicable, works of authorship created by Employee for the Company in performing his responsibilities under this Agreement shall be considered "works made for hire," as defined in the U.S. Copyright Act.

        (h)    Know-How and Trade Secrets.    All know-how and trade secret information conceived or originated by Employee that arises out of the performance of his obligations or responsibilities under this Agreement or any related material or information shall be the property of the Company, and all rights therein are by this Agreement assigned to the Company.

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        7.    Settlement of Disputes.

        (a)    Arbitration.    Except as provided in Section 7(c), any claims or disputes of any nature between the Company and Employee arising from or related to the performance, breach, termination, expiration, application or meaning of this Agreement or any matter relating to Employee's employment and the termination of that employment by the Company shall be resolved exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with the then existing Commercial Arbitration Rules for Resolution of Employment Disputes of the American Arbitration Association. In the event of submission of any dispute to arbitration, each party shall, not later than thirty (30) days prior to the date set for hearing, provide to the other party and to the arbitrator(s) a copy of all exhibits upon which the party intends to rely at the hearing and a list of all persons each party intends to call at the hearing (other than rebuttal witnesses). The arbitrator(s)' fees shall be paid by the party who or which is unsuccessful in such arbitration. The arbitrator(s) shall have the authority to require the non-prevailing party to reimburse the prevailing party for all other costs and fees incurred by the prevailing party in connection with such arbitration, while leaving the non-prevailing party responsible for payment of the costs and fees it or he may incur.

        (b)    Binding Effect.    The decision of the arbitrator(s) shall be final and binding upon both parties. Judgment of the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

        (c)    Resolution of Certain Claims—Injunctive Relief.Section 7(a) shall have no application to claims by the Company asserting a violation of Section 4(e) or 6 or seeking to enforce, by injunction or otherwise, the terms of Section 4(e) or 6. Such claims may be maintained by the Company in a lawsuit subject to the terms of Section 7(d). Employee acknowledges that it would be difficult to fully compensate the Company for damages resulting from any breach by him of the provisions of this Agreement. Accordingly, Employee agrees that, in addition to, but not to the exclusion of any other available remedy, the Company shall have the right to enforce the provisions of Section 4(e) or 6 by applying for and obtaining temporary and permanent restraining orders or injunctions from a court of competent jurisdiction without the necessity of filing a bond therefor, and without the necessity of proving actual damages, and the Company shall be entitled to recover from Employee its reasonable attorneys' fees and costs in enforcing the provisions of Section 4(e) or 6.

        (d)    Venue.    Any action at law, suit in equity or judicial proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement, or any provision hereof, shall be litigated only in the courts of the Philadelphia County, Pennsylvania. Employee and the Company consent to the jurisdiction of such courts over the subject matter set forth in Section 7(c). Employee waives any right Employee may have to transfer or change the venue of any litigation brought against Employee by the Company.

        8.    Representations.

        (a)    Employee's Representations.    Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which Employee is bound, (ii) Employee is not a party to or bound by any employment agreement, covenant not to compete or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

        (b)    Company's Representations.    Company hereby represents and warrants to Employee that (i) the execution, delivery and performance of this Agreement by the Company does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order,

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judgment, or decree to which the Company is a party or by which the Company is bound, and (ii) upon the execution and delivery of this Agreement by Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

        9.    Miscellaneous.

        (a)    Entire Agreement.    This Agreement (including the exhibits, schedules and other documents referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter hereof. The Company and Employee are also party to that certain Non-Competition Agreement of even date herewith. In the event of any direct conflict between any term of this Agreement and any term of any other agreement executed by Employee, the terms of this Agreement shall control. If Employee signed or signs any other agreement(s) relating to or arising from Employee's employment with Company, all provisions of such Agreement(s) that do not directly conflict with a provision of this Agreement shall not be affected, modified or superseded by this Agreement, but rather shall remain fully enforceable according to their terms.

        (b)    Counterparts.    This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing any such counterpart.

        (c)    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision(s) of this Agreement will not be affected or impaired thereby. To the extent that any court concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable and only in view of the parties' express desire that the Company be protected to the greatest extent allowed by law from the misuse or disclosure of confidential information or Developments.

        (d)    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives and, to the extent permitted by Section 9(e), successors and assigns.

        (e)    Assignability.    Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable (including by operation of law) by either party without the prior written consent of the other party to this Agreement, except that the Company may, without the consent of Employee, assign its rights and obligations under this Agreement to any corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which fifty percent (50%) or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company. After any such assignment by the Company, the Company shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 9.

        (f)    Modification, Amendment, Waiver or Termination.    No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement. No delay on the part of the Company in exercising any right hereunder shall operate as a waiver of such right. No waiver, express or implied, by the Company of any right or any breach by Employee shall constitute a waiver of any other right or breach by Employee.

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        (g)    Notices.    All notices, consents, requests, instructions, approvals or other communications provided for herein shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at the address set forth herein. All such communications shall be effective when received.

Notices to Employee:

Stewart Fisher
26 Wilkeshire Blvd.
Randolph, NJ 07869

Notices to Company:

UTI Corporation
200 W. 7^th Avenue
Collegeville, PA 19426
Attn: Andrew D. Freed
Fax: (610) 409-2470

with a copy to:

Hogan & Hartson L.L.P.
1200 17th Street, Suite 1500
Denver, Colorado 80202
Attn: Christopher J. Walsh
Fax: (303) 899-7333

        Any party may change the address set forth above by notice to each other party given as provided herein.

        (h)    Headings.    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

        (i)    Governing Law.    All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law provisions thereof.

        (j)    Withholding Taxes.    The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph.

UTI CORPORATION
By:	/s/  ANDREW D. FREED
Name:	Andrew D. Freed
Title:	President & Chief Executive Officer
EMPLOYEE
/s/  STEWART FISHER Stewart Fisher

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Exhibit 10.3

EMPLOYMENT AGREEMENT

EX-10.5

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Exhibit 10.5

[UTI LETTERHEAD]

Stewart Fisher
Chief Financial Officer

March 18, 2004

Barry Aiken
846 Hunsicker Road
Telford PA 18969

Dear Barry:

In connection with your resignation from UTI Corporation (the "Company") on December 31, 2003, you are eligible to receive the severance benefits described in the "Description of Severance Benefits" attached to this letter as Attachment A if you sign and return this letter agreement to my attention by April 8, 2004. By signing and returning this letter, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in Section 3. Therefore, you are advised to consult with your attorney before signing this letter and you may take up to twenty-one (21) days to do so. If you sign this letter, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it. If you do not so revoke, this letter will become a binding agreement between you and the Company upon the expiration of the seven (7) day revocation period (the "Effective Date").

If you choose not to sign and return this letter agreement by April 8, 2004, you will not receive the severance benefits provided under this agreement. Rather, you will only receive, regardless of your signing, payments equal to six (6) months of your base salary paid in accordance with the Company's normal payroll procedures and pursuant to the Employment Agreement you signed with the Company. The Company shall also continue for six (6) months, pursuant to the federal "COBRA" law, 29 U.S.C. § 1161 et seq., the health insurance benefits you received while employed by the Company. Thereafter, you may elect to continue receiving group medical insurance pursuant to COBRA for an additional twelve (12) months. All premium costs shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You should consult the COBRA materials to be provided by the Company for details regarding these benefits. All other benefits, including life insurance and long-term disability, will cease upon your Termination Date.

In connection with your resignation, we have also attached your final Supplemental Executive Retirement Plan (see Attachment B). Per our conversation, it is our understanding that you have elected to receive a lump sum distribution in the amount of $422,870 less all applicable state and federal withholdings.

The following numbered paragraphs set forth the terms and conditions which will apply if you timely sign and return this letter agreement and do not revoke it during the seven (7) day revocation period:

1.

Termination Date—Your resignation from employment was effective at the end of the business day on December 31, 2003 (the "Termination Date").



2.

Description of Severance Benefits—The severance benefits paid to you if you timely sign and return this letter are described in the "Description of Severance Benefits" attached as Attachment A (the "severance benefits").



3.

Release—In consideration of the payment of the severance benefits, which you acknowledge certain of which benefits you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the "Release Parties") from any and all claims, charges, complaints, demands, actions, causes of action,

suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature which you ever had or now have against the Released Parities arising out of your employment with and/or separation from the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., and the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §1001 et seq., the Pennsylvania Human Relations Act, 43 Pa. Cons. Stat. § 951 et seq.; the Pennsylvania Equal Pay Act, 43 Pa. Cons. Stat. § 336.1 et seq.; and the Pennsylvania Family and Medical Leave Law, Pa. Admin. Code at Title 16, Part II, Subpart A, Chapter 41, Subchapter C, et seq.; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock or stock options; and any claim or damage arising out of your employment with or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that you acknowledge that you may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding).

4.

Confidentiality, Non-Competition, Non-Solicitation and Invention Assignment—You acknowledge and reaffirm your post-employment obligations, including, but not limited to, employment restrictions, confidentiality, non-solicitation and invention assignment, as such are contained in the Employment Agreement and Non-Competition Agreement you entered into with the Company, which post-employment obligations are incorporated herein by reference and remain in full force and effect.



5.

Return of Company Property—You understand that you must immediately return all property of the Company with the exception of the Company leased 2003 Mercedes E320W car. By signing, you confirm and acknowledge that you have returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, and any other Company-owned property in you possession or control and have left intact all electronic Company documents, including, but not limited to, those which you developed or help develop during your employment. You further confirm that you have cancelled all accounts for your benefit, if any, in the Company's name, including, but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.



6.

Business Expenses and Compensation—You acknowledge that you have been reimbursed by the Company for all business expenses incurred in conjunction with the performance of your employment and that no other reimbursements are owed to you. You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company and that no other compensation is owed to you.



7.

Non-Disparagement—You understand and agree that as a condition for payment to you of the consideration herein described, you shall not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company's business affairs and financial condition.

8.

Amendment—This letter agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This letter agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.



9.

Waiver of Rights—No delay or omission by either party hereto in exercising any right under this letter agreement shall operate as a waiver of that or any other right. A waiver or consent given by any such party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.



10.

Validity—Should any provision of this letter agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this letter agreement.



11.

Confidentiality—You understand and agree that as a condition for payment to you of the severance benefits herein described, the terms and contents of this letter agreement, and the contents of the negotiations and discussions resulting in this letter agreement, shall be maintained as confidential and shall not be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the Company.



12.

Nature of Agreement—You understand and agree that this letter agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company or you.



13.

Acknowledgments—You acknowledge that you have been given at least twenty-one (21) days to consider this letter agreement and that the Company advised you to consult with an attorney of your own choosing prior to signing this letter agreement. You understand that you may revoke this letter agreement for a period of seven (7) days after you sign this letter agreement, and the letter agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period.



14.

Voluntary Assent—You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this letter agreement, and that you fully understand the meaning and intent of this letter agreement. You state and represent that you have had an opportunity to fully discuss and review the terms of this letter agreement with an attorney. You further state and represent that you have carefully read this letter agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign your name of your own free act.



15.

Applicable Law—This letter agreement shall be interpreted and construed by the laws on the Commonwealth of Pennsylvania, without regard to conflict of laws provisions. You hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Pennsylvania, or if appropriate, a federal court located in Pennsylvania (which courts, for purposes of this letter agreement, are the only courts of competent jurisdiction), over any suits, action or other proceeding arising out of, under or in connection with this letter agreement, the subject matter hereof or otherwise related to your employment with the Company.



16.

Entire Agreement—This letter agreement, contains and constitutes the entire understanding and agreement between the parties hereto with respect to your severance benefits and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements, commitments, writings in connection therewith. Nothing in this paragraph, however, shall modify, cancel or supersede your obligations set forth in Section 4 herein.

If you have any questions about the matters covered in this letter, please call me.

Very truly yours,

/s/  STEWART FISHER Stewart Fisher, Executive Vice President and Chief Financial Officer, UTI Corporation

I have carefully read, fully understand and hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) days to consider this agreement and I have chosen to execute this on the date below. I intend that this letter agreement become a binding agreement between the Company and me if I do not revoke my acceptance in seven (7) days.

/s/  BARRY AIKEN Employee Name: Barry Aiken
To be returned by April 8, 2004 Date 3/30/04

ATTACHMENT A

DESCRIPTION OF SEVERANCE BENEFITS

Salary

In addition to the six (6) months salary being provided to you by the Company under your Employment Agreement, the Company will pay you an additional six (6) months of your base salary (equivalent to $13,333 per month) less all applicable state and federal withholdings. The Company will make these salary payments in accordance with its normal payroll procedures, over a twelve (12) month period commencing January 1, 2004.

Medical Benefits

In addition to the six (6) months health insurance benefits being provided to you by the Company under your Employment Agreement pursuant to COBRA and paid by the Company (subject to the Employee's normal share of the premium), the Company will provide you, for an additional period of six (6) months, Company paid COBRA benefits (subject to the Employee's normal share of the premium). Thereafter, you may elect to continue receiving group medical insurance pursuant to COBRA and all premium costs shall be paid by you on a monthly basis for as along as, and to the extent that, you remain eligible for COBRA continuation. You will continue to receive COBRA until the earlier of: (i) the expiration of the time frames previously stated; or (ii) your becoming eligible for medical benefits from a new employer. You should consult the COBRA materials to be provided by the Company for details regarding these benefits.

Additional Payment

During the severance period, the Company shall continue to provide you with an automobile allowance (net of your contribution) equal to and paid in the same manner as the automobile allowance provided prior to your resignation. You understand and agree that the Mercedes E320W will not be used in connection with the Company's business after your termination date and that, as a result, any automobile allowance paid therefore may be subject to tax. You are solely responsible for any taxes resulting from the Company's payment of the automobile allowance hereunder. You hereby indemnify and hold the Company harmless for any action related to such vehicle arising after the Termination Date.

You also agree to return the Mercedes E320W in good operating condition (subject to normal wear) on or before December 31, 2004. To the extent the Mercedes E320W is not returned on or before December 31, 2004, you agree to assume, if permitted by law, the monthly lease payments of $831.96 plus insurance and other operating costs and penalties if any. You will not be permitted to retain such vehicle if such an assumption is not permitted.

Should you return the Mercedes E320W prior to December 31, 2004 in good operating condition, UTI will no longer deduct $454.88 per month from your severance payment that represents your contribution towards the automobile allowance.

ATTACHMENT B

UTI Corporation

Supplemental Executive Retirement Plan
Final Benefit Report for:

Barry R. Aiken

Basic Data:
	Date of Birth			August 26, 1948
	Date of Hire			December 4, 1972
	Retirement Date			January 2, 2004 (Age 55 and 30-plus Years of Service)
	SERP Benefit Objective			50.00%
	SERP Accrual Period			30 years
	Five-Year Final Average Compensation		$	213,660
	Profit Sharing Account Balance, 12/31/2003		$	233,438
	401(k) Employer-Provided Account Balance, 12/31/2003		$	47,262
	Pension Plan Monthly Benefit		$	696.90	per month as of Date of Plan Termination
SERP Results:
	Annual SERP Benefit Objective Payable at age 65		$	106,830
	Annual Benefit—Other Sources
		Profit Sharing	$	20,318
		401(k) Employer-Provided Benefit		4,114
		Social Security—Estimated		20,700
		UTI Pension Plan		8,400
	Total—Other Sources Payable at age 65		$	53,532
Estimated SERP Benefit Payable at age 65, Single Life Annuity			$	53,298
Estimated SERP Benefit Payable at age 55, Single Life Annuity			$	27,539
Lump Sum Value			$	422,870	as of January 1, 2004, payable in 2004
Assumptions:
	Interest Rate:			3.25% (PBGC Rate for January 2004)
	Mortality Rates:			UP-84
	Provisions in SERP contract dated December 1, 1990 and precedents set in calculations after the contract date
	Profit Sharing account balance does not include any rollover from the Pension Plan
	Social Security benefits were estimated according to 2003 Social Security Law
	SERP Benefit payable at age 65 is reduced by 5% per year early (48.33% at age 55 years, 4 months)
	Information used for this calculation was provided by UTI Corporation
	Prepared by Markley Actuarial Services, Inc.				February 12, 2004

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Exhibit 10.5

ATTACHMENT A
DESCRIPTION OF SEVERANCE BENEFITS
ATTACHMENT B

EX-10.6

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Exhibit 10.6

CONFIDENTIAL

SEPARATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS

        This Separation Agreement and General Release of Claims ("Agreement") is entered into between UTI Corporation, a Maryland corporation ("UTI-MD"), Medical Device Manufacturing, Inc., a Colorado Corporation ("Employer"), UTI Corporation, a Pennsylvania corporation ("UTI-PA") and Andrew D. Freed ("Employee"), as of this 14^th day of September, 2003.

        WHEREAS, Employee is employed as a salaried executive holding the title of President and Chief Executive Officer of UTI-MD and Employer;

        WHEREAS, Employee is a member of the boards of directors of Employer and UTI-MD, currently serving as Chairman of the Board of each such board;

        WHEREAS, Employee is currently employed by Employer pursuant to an Employment Agreement entered into between Employer, UTI-PA and Employee dated May 31, 2000 (the "Original Employment Agreement") as amended in an Amendment dated June 16, 2003 (the "Amendment") (the Original Employment Agreement and the Amendment hereinafter collectively referred to as the "Employment Agreement");

        WHEREAS, Employee currently holds certain options to acquire the stock of UTI-MD granted to him pursuant to the UTI Corporation Key Executive Deferred Compensation Plan effective May 31, 2000 (the "Deferred Compensation Plan") and the MDMI Holdings, Inc. Amended and Restated 2000 Stock Option and Incentive Plan (the "Option Plan"); and

        WHEREAS, Employer and Employee wish to alter the nature of their relationship and have reached an agreement under which Employee will cease his employment with Employer, the parties will release any and all claims against one another, and resolve any and all disputes between the parties based on, relating to or arising from Employee's employment with Employer, his service as an officer or board member of UTI-MD, Employer or any of their subsidiaries, or the terms and conditions of Employee's employment.

        NOW THEREFORE, Employee and Employer, UTI-MD and UTI-PA, each intending to be legally bound hereby, agree as follows:

        1.Separation Date.    Effective upon the close of business on September 30, 2003 (the "Separation Date"), Employee shall cease to be employed by Employer. Upon execution of this Agreement, Employee shall resign all positions held by him as an officer of UTI-MD and as an officer and director of Employer and any of their respective subsidiaries. Employee agrees that, upon the request of the executive committees of UTI-MD's and Employer's respective boards of directors, Employee shall remain as a director (and, at such executive committee's request, the Chairman) of UTI-MD and/or Employer for a period of up to twelve months from the Separation Date for no additional consideration other than the standard compensation, if any, paid to a non-executive director of UTI-MD and Employer, respectively. Effective upon the Separation Date, the Employment Agreement shall be terminated in all respects other than Section 6 thereof, which shall remain in effect for the period set forth therein and is incorporated by reference herein, and Employee's rights to wage continuation, benefits entitlements and any other privileges or benefits of employment shall be governed solely by this Agreement.

        2.Transition Benefits.    Employer will provide Employee with the following benefits for the time periods described below:

        a.    Severance Payment.    Beginning with Employer's first regularly scheduled payroll date after the Termination Date, Employer will pay to Employee $55,996 per month, less all

applicable taxes and other legally required deductions and withholdings (the "Severance Payment") for a period of 24 months ending on the second anniversary of the Termination Date (the "Severance Payment Period"). Such Severance Payments shall be made on regularly scheduled payroll dates in accordance with Employer's payroll practices applicable to executives. The Severance Payments represent and shall be in lieu of amounts otherwise owed to Employee upon his termination pursuant to all agreements previously entered into between Employer and Employee, including but not limited to those described below. The parties agree that $27,083 of the Severance Payment represents Employee's entitlement to continuation of wages that otherwise would have been payable under the Employment Agreement, $813 of the Severance Payment represents the amount that Employer would have contributed on behalf of Employee under Employer's 401(k) plan, $183 of the Severance Payment represents an additional severance amount Employer has agreed to pay Employee in connection with the automobile allowance provided under the Employment Agreement, and the remaining $27,917 of the Severance Payment is attributable to and in full satisfaction of the amount to be paid pursuant to the Employee's Deferred Compensation Account (including any interest owed by Employer thereon) under the Deferred Compensation Plan (the "Deferred Compensation Amount"). UTI-MD acknowledges and agrees that the Deferred Compensation Amount is not subject to FICA withholding. Employee acknowledges and agrees that he is solely and entirely responsible for the payment and discharge of all federal, state and local taxes, if any, which at any point may be found to be due by Employer on or as a result of any amount that is paid by Employer or UTI-MD under this Agreement, and Employee agrees to indemnify, defend and hold Employer, UTI-MD and their subsidiaries, predecessors and successors harmless from any claim or liability for any such taxes and related penalties and/or interest, in the event such taxes, penalties and/or interest are assesses by the United States Internal Revenue Service or any other taxing authority. Employer acknowledges and agrees that it is solely and entirely responsible for the payment and discharge of all federal, state and local taxes, if any, which at any point may be found to be due by Employer on or as a result of any amount that is paid by Employer or UTI-MD under this Agreement, and Employer agrees to indemnify, defend and hold Employee harmless from any claim or liability for any such taxes and related penalties and/or interest, in the event such taxes, penalties and/or interest are assessed by the United States Internal Revenue Service or any other taxing authority. In the event of Employee's death or incapacitating mental or physical disability during the Severance Payment Period, the Severance Payments will continue and will be paid to Employee's beneficiary, in accordance with Employee's Designation of Beneficiary, attached hereto at Exhibit A.

        b.    Health Care and Dental Coverage.    Employer will continue to provide Employee and his dependents with equivalent health care coverage as that provided by Employer to Employee on the Separation Date. Employer will continue to provide Employee and his dependents with health care and dental coverage until the conclusion of the Severance Payment Period. Upon termination of Employee's participation, Employee may extend the health care and dental coverage in effect at the time in accordance with the provisions of COBRA, 29 U.S.C. §§ 1161 et seq., to the extent such extended coverage is available under COBRA.

        c.    Automobile Allowance.    During the Severance Payment Period, Employer shall continue to provide Employee with an automobile allowance equal to, and paid in the same manner as, the automobile allowance paid to Employee on the Separation Date. Employee understands and agrees that Employee's automobile will not be used in connection with Employer's business after the Separation Date and that, as a result, any automobile allowance paid thereafter may be subject to tax. Employee is solely responsible for any taxes resulting to Employee from Employer's payment of the automobile allowance hereunder.

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        d.    Association Dues.    During the Severance Payment Period, Employer will continue to reimburse Employee for all dues and associated expenses for Employee's participation in the Young President's Organization; provided, however, that Employer shall not be required to pay any amount under this Section 2(d) in excess of $40,000 in either the first or second twelve months of the Severance Payment Period.

        3.Accrued and Unused Vacation.    On the first regular payroll date following the Separation Date, in addition to the first Severance Payment, Employer will pay to Employee all accrued and unused vacation time pursuant to its policies. Employee understands and agrees that no further vacation will accrue to Employee as of the Separation Date.

        4.Stock Options.    Employee retains certain rights associated with stock options previously granted to Employee by UTI-MD pursuant to the terms of the Deferred Compensation Plan or the Option Plan, as applicable, and the associated grant agreements between Employee and UTI-MD (collectively, the "Plan Documents"). Pursuant to the terms of the Plan Documents and the effects of a subsequent stock split on certain stock options granted thereunder, UTI-MD acknowledges and agrees that, upon Employee's termination and assuming Employee has not exercised any options prior to such time, Employee will be (a) 60% vested in 41,400 incentive stock options (the vesting and exercise of which will be governed by that certain Stock Option Agreement Grant # 5, dated June 1, 2000, between UTI-MD and Employee), (b) 100% vested in 281,250 nonqualified stock options (the exercise of which will be governed by that certain Stock Option Agreement Grant # 14, dated June 1, 2000, between UTI-MD and Employee), and (c) 20% vested in 9,000 incentive stock options (the vesting and exercise of which will be governed by that certain Stock Option Agreement Grant # 1201, dated February 14, 2002, between UTI-MD and Employee) to acquire UTI-MD's common stock. Employee understands and agrees that any unvested UTI-MD stock options owned by Employee will terminate as of the Separation Date and will no longer be outstanding. For the purpose of interpreting the Plan Documents, Employee's termination will be considered to be involuntary and without Cause (as defined therein).

        5.Confidentiality of Agreement.    Employee and Employer agree that as a material condition of this Agreement, neither shall disclose the terms or conditions of this Agreement to any third party or entity. However, this paragraph will not prohibit either party from disclosing the terms and conditions of this Agreement to their respective attorneys, tax advisors or accountants, or to any person as may be required by law or ordered by any state or federal administrative agency, tribunal or court of law, nor shall this paragraph preclude either Employer or Employee from disclosing the terms of this Agreement as may be necessary in defense of any action brought by one party against the other with respect to any matter addressed by this Agreement. Notwithstanding any other provision of this Agreement, any party to this Agreement (and each employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such tax treatment and tax structure, provided that in connection with any such disclosure all references to the settlement amount paid pursuant to this Agreement, and other figures from which the settlement amount may be estimated or calculated, shall be redacted.

        6.Agreement Not To Compete.    Employee hereby agrees that during the Severance Payment Period and for so long as Employer continues to make the Severance Payments, Employee will continue to be bound by the Non-Competition Agreement entered into by Employee, UTI-PA and Employer on May 31, 2000 (the "Non-Competition Agreement"). Upon the expiration of the Severance Payment Period, the Non-Competition Agreement and the Non-Competition Period described therein shall terminate in all respects, except for Section 3 thereof regarding Confidential Information which shall remain in effect in all respects and is incorporated by

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reference herein. Nothing contained in this Agreement or upon the termination of the Non-Competition Agreement shall limit Employee's right to provide services to, own equity in, or pursue the business of eVasc, L.P. ("eVasc") or Medical Device Investment Holdings Corp. ("MDIH"), the licensee and holder of all rights pursuant to the License and Technical Assistance Agreement entered into between Employer and MDIH on June 1, 2000 ("License Agreement") or any other agreements between UTI and MDIH that may be entered into after the date of the Amendment as such agreements may be amended from time to time, all as provided in and permitted by Paragraph 1(a) of the Non-Competition Agreement, nor shall it restrict or otherwise limit MDIH's rights pursuant to the License Agreement.

        7.Return of Corporate Property.    On or prior to the Separation Date, Employee shall deliver promptly to Employer all records and property as required pursuant to paragraph 4(e) of the Employment Agreement. Employee further acknowledges and agrees that his access to such property and facilities cease immediately upon the Separation Date, and he shall be responsibility for reimbursing Employer for all personal expenses associated with any of the foregoing incurred after that date.

        8.General Release of Claims.    Employee for himself and his respective administrators, executors, agents, representatives, beneficiaries and assigns, and Employer (as defined below) do waive, release and forever discharge each other of and from any and all "Claims" (as defined below). Both agree not to file a lawsuit to assert any such Claim. This release covers all Claims arising from the beginning of time up to and including the date of this Agreement. This release does not cover Claims relating to the validity or enforcement of this Agreement. Further, Employee has not released any claim for indemnity or legal defense available to his due to his service as a board member, officer or director of UTI-MD, Employer or any of their subsidiaries, as provided by the articles of incorporation or bylaws of UTI- MD, Employer and any such subsidiaries, respectively, or by any applicable insurance policy, or under any applicable corporate law.

        The following provisions further explain this general release and covenant not to sue:

        a.    Definition of "Claims".    "Claims" includes without limitation all actions, demands, causes of action, claims and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected, of any kind that Employee or Employer now have, or may have or claim to have in the future based on, relating to or arising from Employee's employment with Employer, his service as an officer or board member with Employer, the terms and conditions of his employment or Employee's separation from employment (except as stated above in paragraph 8). More specifically, all of the following are among the types of Claims that will be barred by this release and covenant not to sue (except as stated above in paragraph 8):

•

contract claims (whether express or implied);



•

tort claims, such as for defamation or emotional distress;



•

claims under federal, state and municipal laws, regulations, ordinance or court decisions of any kind;



•

claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, age, sexual orientation, handicap and/or disability, national origin or any other legally protected class;



•

claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act and similar state statutes and municipal ordinances;

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•

claims under the Employee Retirement Income Security Act, the Fair Labor Standards Act, state wage payment laws and state wage and hour laws;



•

claims under the Family and Medical Leave Act and similar state leave laws;



•

claims for wrongful discharge; and



•

claims for attorneys' fees, litigation costs and expert fees of any kind.

This enumeration of the Claims covered by this release is not intended to be, and shall not be construed as, an exhaustive list.

        b.    Definition of Employer.    For purposes of these release provisions "Employer" includes without limitation UTI-MD, Employer, UTI-PA and KRG Capital Partners, LLC, and their past, present and future parents, affiliates, subsidiaries, divisions, predecessors, successors, assigns, employee benefit plans and trusts, and any other affiliate of UTI-MD for which Employee has served in the capacity of officer or director at Employer's request at any time during the Term of the Employment Agreement. It also includes all past, present and future managers, directors, officers, agents, members, employees, attorneys, representatives, consultants, associates, fiduciaries, plan sponsors, administrators and trustees of each of the foregoing.

        c.    Effect of Release and Covenant Not to Sue.    In any action relating to or arising from this Agreement, or involving its application, including but not limited to any action in which this Agreement is asserted as a defense, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorney's fees.

        9.Consideration Period.    Employee acknowledges that he may have a period of twenty-one (21) days to consider the terms of this offer, including specifically the release of claims under the Age Discrimination in Employment Act as referenced in paragraph 8, above, from the date this Agreement was first presented to him or his legal counsel. Employee understands that he may take the entire 21-day period to consider entering into this agreement, and he acknowledges that if he chooses to sign and return the Agreement before the end of the full 21 days, his decision to shorten the consideration period is knowing and voluntary and was not induced in any way by Employer.

        10.Revocation Period.    Employee acknowledges that he shall have seven (7) days after signing this Agreement to revoke it if he chooses to do so. If Employee elects to revoke this Agreement, he shall give written notice of such revocation to Employer's Board of Directors in such a manner that it is actually received within the seven (7) day period. The Agreement shall not become effective or enforceable until the expiration of that seven (7) day period. In the event that Employee revokes this Agreement pursuant to Paragraph 10, Employee shall immediately return any payments made by Employer pursuant to this Agreement.

        11.Consultation with Legal Counsel.    Employee acknowledges that he has been advised to consult with independent legal counsel of his choosing regarding the meaning and binding effect of this Agreement and each and every term hereof, including but not limited to the release of claims under the Age Discrimination in Employment Act, prior to executing it. Employer hereby agrees to reimburse Employee for his reasonable attorneys' fees and costs incurred in connection with the negotiation and preparation of this Agreement, such amount to be paid within thirty (30) days of submission to Employer. Employee, intending to be legally bound hereby, certifies and warrants that he had read carefully this Agreement and has executed it voluntarily and with full knowledge and understanding of its significance, meaning and binding effect.

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        12.Non-Disparagement.    Employer and Employee agree that neither will engage in any activity or make any statement that may disparage or reflect negatively on the other, including those entities and individuals related to Employer as defined in the paragraph 8 of this Agreement.

        13.References.    Employer will provide Employee with a favorable reference consistent with the Letter attached as Exhibit B.

        14.Integration.    Except as expressly provided herein, this Agreement contains the entire understanding of the parties and supersedes all verbal and written agreements, and there are no other agreements, representations or warranties between the parties not referenced or set forth in this Agreement.

        15.Settlement of Disputes.

        a.    Arbitration.    Except as provided in paragraph 16(c), any claims or disputes of any nature between Employer and Employee arising from or related to the performance, breach, termination, expiration, application or meaning of this Agreement or any matter relating to Employee's employment and the termination of that employment by Employer shall be resolved exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with, as applicable, the Commercial Arbitration Rules or Rules for Resolution of Employment Disputes then existing of the American Arbitration Association. In the event of submission of any dispute to arbitration, each party shall, not later than thirty (30) days prior to the date set for hearing, provide to the other party and to the arbitrator(s) a copy of all exhibits upon which the party intends to rely at the hearing and a list of all persons each party intends to call at the hearing. In the event that the arbitrator finds one party to be the "substantially prevailing party," the fees of the arbitrator(s) and other costs, including attorneys' fees, incurred by Employee and Employer in connection with such arbitration shall be paid by the party who or which is unsuccessful in such arbitration. If the arbitrator fails to find that either party substantially prevailed, each party shall bear its own expenses.

        b.    Binding Effect.    The decision of the arbitrator(s) shall be in writing and shall be final and binding upon both parties. Judgment of the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

        c.    Resolution of Certain Claims—Injunctive Relief.    Paragraph 16(a) shall have no application to claims by Employer asserting a violation of paragraphs 6 or 7 of this Agreement or seeking to enforce, by injunction or otherwise, the terms of paragraphs 6 or 7. Such claims may be maintained in a lawsuit subject to the terms of paragraph 16(c). Employee acknowledges that it would be difficult to fully compensate Employer for damages resulting from any breach by him of this Agreement. Accordingly, Employee aggress that, in addition to, but not to the exclusion of any other available remedy, Employer shall have the right to enforce the provisions of paragraphs 6 or 7 of this Agreement by applying for and obtaining temporary and permanent restraining orders or injunctions from a court of competent jurisdiction.

        d.    Venue.    Any action at law, suit in equity or judicial proceeding arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement, or any provisions hereof, shall be litigated only in the courts of Philadelphia County, Pennsylvania. Employee and Employer consent to the jurisdiction of such courts over the subject matter set forth in paragraph 15(c).

        16.Governing Law.    Except to the extent superseded by federal law (e.g., ERISA), this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect the choice of law provisions of any state.

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        17.Headings.    The headings in this Agreement are included solely for ease of reference and shall not be applied or construed to limit or expand upon the rights created hereunder.

        18.Counterparts.    This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which shall constitute one and the same agreement. Each party shall execute this Agreement twice and each party shall retain an original.

        19.Notices.    Except as provided herein, any notice required by this Agreement shall be deemed effectively provided if sent by certified mail or overnight delivery to the parties as follows:

To Employee:	Andrew D. Freed 235 Ridgeview Drive Collegeville, PA 19426
With copy to:	Raymond D. Agran, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 Fax: (215) 864-9976
To UTI-MD: UTI-PA or Employer	UTI Corporation 200 West 7th Avenue Collegeville, PA 19426 Attention: Stewart Fisher Fax (610) 409-2470
With copy to:	Christopher J. Walsh, Esquire Hogan & Hartson L.L.P. 1200 17th Street, Suite 1500 Denver, Colorado 80202 Fax: (303) 899-7333

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        IN WITNESS WHEREOF, the parties have executed this Agreement.

/s/  ANDREW D. FREED Andrew D. Freed
UTI Corporation (Maryland)
By:	/s/  BRUCE L. ROGERS
Name:	Bruce L. Rogers
Title:	Vice President and Director
UTI Corporation (Pennsylvania)
By:	/s/  BRUCE L. ROGERS
Name:	Bruce L. Rogers
Title:	Vice President and Director
Medical Device Manufacturing, Inc.
By:	/s/  BRUCE L. ROGERS
Name:	Bruce L. Rogers
Title:	Vice President and Director

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Exhibit A
DESIGNATION OF BENEFICIARY
UNDER CONFIDENTIAL SEPARATION AGREEMENT
BETWEEN UTI CORPORATION AND ANDREW FREED

In the event that I, Andrew Freed, die or incur an incapacitating mental disability during the Severance Payment Period, as defined in the Confidential Separation Agreement and Release of Claims between UTI Corporation (Maryland), UTI Corporation (Pennsylvania), Medical Device Manufacturing, Inc. and me, to which this Designation of Beneficiary is attached, I hereby designate the following beneficiary to receive the remainder of my Severance Payments:

Name of Primary Beneficiary:

Social Security Number:

Address:

Name of Secondary Beneficiary:

Social Security Number:

Address:

The above Designation of Beneficiary supersedes all previous designations made by me for purposes of my Severance Payments.

Signature

Date

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Exhibit B

LETTER OF REFERENCE

To Whom It May Concern:

        This letter will confirm that Andrew D. Freed was employed by UTI Corporation from June 28, 1983 until [TERMINATION DATE TO BE INSERTED]. He served as President, CEO and as a Member of the Board of Directors of UTI from March 1994 until his departure on mutually satisfactory terms, and also served as Chairman of the Board of Directors beginning in February 2001.

        During his employment, he performed his responsibilities with diligence, confidentiality and professionalism. Mr. Freed served as a valuable member of our management team.

Very truly yours,

UTI Corporation

By:

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Exhibit 10.6

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Exhibit A DESIGNATION OF BENEFICIARY UNDER CONFIDENTIAL SEPARATION AGREEMENT BETWEEN UTI CORPORATION AND ANDREW FREED
Exhibit B LETTER OF REFERENCE

EX-10.7

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Exhibit 10.7

UTI	Uniform Tubes
American Technical Molding • Micro Med Machining • Noble-Met, Ltd. • Spectrum Manufacturing	Revised: 8/19/97
Star Guide • Stent Technologies • Uniform Tubes • Uniform Tubes-Europe • UTI-SFM • Utitec

UNIFORM TUBES, INC.

(Inclusive of Trappe and South Plainfield locations)

TRADE SECRETS AGREEMENT

INTRODUCTION:

        UTI Corporation has elected to keep certain operations, techniques, processes, engineering details, and computer programming and operations secret or proprietary; and to not divulge such information except to those few individuals who in the course of their work must utilize or be privy to such information.

PURPOSE:

        The purpose of this Agreement is to define those elements of one's work, or information of which one becomes aware, which involve information that UTI Corporation considers to fall in the category of "Trade Secrets."

CONTENTS OF AGREEMENT:

        The following is a list of those elements considered proprietary and in the "Trade Secrets" category:

	1.	List of major company customers, key purchasing agents and technical people.
	2.	List of company suppliers.
	3.	Confidential long range plans.
	4.	Pricing policy and specific prices.
	5.	Technology for developing quotations.
	6.	Coil drawing—processes, lubricants, plug and die designs.
*	7.	Tube reduction for ultrasonic plug and die drawing.
	8.	Lubrication types/procedures as related to 4688 lubricant for ID's developed by Uniform Tubes for use on ferrous and nickel alloys.
	9.	MIS/MRP/SIP Systems, including the 101 System, and all data contained in 101 file (parts master directory and file, database) as uniquely developed and used by Uniform Tubes, Inc.
	10.	Technology on cutting methods developed and practiced by Kleiner Metal Specialties (South Plainfield division of Uniform Tubes, Inc.):
		a.	for shear cutting ultra thin wall tubing with or without a liner;
		b.	for cutting shaped tubing;
		c.	for cutting and forming special configuration ground clip contact;
		d.	for cutting and forming special configuration cathode sleeves;
		e.	for cutting and forming parts with pierced holes, multi-stage reductions;
		f.	for pick-up type transfer of long straight cuts to forming station; and

		g.	for rotary formation of clover shapes and pierced holes.
	11.	Duplex drawing process.
	12.	Technology for converting #81062 GE Alkanex Polyester Resin into liquid Alkanex dispersion and manufacturing of round or shaped ECM Cathodes made from A-40 Titanium tubing with Alkanex coating, including application of Alkanex coating, straightening, centerless grinding tip dressing, and inspection.
	13.	Arthroscopic forming process.
	14.	Processes for producing super finish on Cb-Zr parts for sodium vapor lamps.
	15.	TQM program with procedure for assigning reason codes and defining method for improvement.
	16.	HDTV cathode development; forming refractory metals HDTV.
	17.	ES-I/ES-IV Autobill/ES-III Fabrication Rules.
	18.	Combined vacuum degreasing/annealing temperature profiles.
	19.	Design and process parameters for improving cutting tolerances and reducing Electro-chemically induced surface effects on ECM cutting operations.
*	20.	Drawing and annealing methodology for manufacturing composite tubing for stent application.
*	21.	Methodology and parameters for Electro-polishing monolithic and composite stents.
*	22.	Strip edge conditioning, edge profiles, and operating parameters for laser weld tube mill.
*	23.	Program and operating parameters for laser cutting of stents.

AGREEMENT:

        It is hereby agreed that the undersigned to this Agreement will keep "secret" the above list of proprietary elements or trade secrets of which he or she gains knowledge while employed by UTI Corporation, until such time as the information shall become public knowledge, by authorized publication by UTI Corporation, or by others who independently discover and publish this knowledge.

WITNESSED BY:		EMPLOYEE:
(Division Official)	(Signature)		(Signature)
Janice L. Korenkiewicz		Gary D. Curtis
(Type or Print Name)		(Type or Print Name)
4/7/03		4/7/03
(Date)		(Date)

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UTI	Uniform Tubes
American Technical Molding • Micro Med Machining • Noble-Met, Ltd. • Spectrum Manufacturing
Star Guide • Stent Technologies • Uniform Tubes • Uniform Tubes-Europe • UTI-SFM • Utitec

This Employment Contract may not be signed until a Trade Secrets Agreement Form (U-1966) and an Annual Disclosure Form (U-1965) have been executed.

        Date of Agreement 04/07/2003

EMPLOYMENT CONTRACT

        THIS AGREEMENT executed in duplicate this 7^th day of April, 2003, by and between UTI Corporation, whose principal place of business is located at 200 West Seventh Avenue, Collegeville, Pennsylvania (hereinafter

referred to as CORPORATION and	Gary D. Curtis
	Employee's Name (Typed or Printed)

of	96 Grist Mill Road, Monroe, CT 06468
	Employee's Address (Typed or Printed)

(hereinafter referred to for convenience of reference as EMPLOYEE whether as a full-time employee, a part-time employee, or as a consultant).

WITNESSETH:

        WHEREAS, CORPORATION is engaged or is likely to engage, as part of its business activities and interests, in research and in development, manufacturing, or sales of metal tubing, tubular parts, electronic components, and software, coaxial cables, microwave components, EDM products and supplies, eyelets, powder metallurgy products, metal bars with special properties, kinetic energy penetrators, special machines for manufacture or assembly, and related items, management information control systems and software specific thereto; and

        WHEREAS, CORPORATION wishes EMPLOYEE to become acquainted with or engaged in such research, development manufacturing, or sales, as well as related business activities and interests of CORPORATION, in the course of his or her employment by CORPORATION, and EMPLOYEE wishes to do so, for such recompense as CORPORATION and EMPLOYEE may agree upon from time to time; and

        WHEREAS, EMPLOYEE in the course of his or her employment by CORPORATION may become acquainted with confidential technical details of the CORPORATION'S business, or may originate, devise or develop confidential information, technical know-how, or trade secrets involved in or relating to the business activities and interest of CORPORATION, or may make or participate in making developments, discoveries, inventions, or improvements relating thereto, and the CORPORATION has a list of current proprietary information or trade secrets which, if employed, the EMPLOYEE will become aware of, it is the policy of CORPORATION that any new EMPLOYEE must read and sign the Trade Secrets Agreement (Form U-1966) and an Annual Disclosure (Form U-1965) prior to being employed by the CORPORATION. It is also the policy of the CORPORATION that prior to transfer to any area of work in which EMPLOYEE may be exposed to, or have the opportunity to learn of trade secrets, said EMPLOYEE will sign an Employment Contract, unless signed at time of employment, and an updated Trade Secrets Agreement. Failure to sign these documents will forfeit EMPLOYEE'S opportunity to work in such a position.

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        NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by CORPORATION to EMPLOYEE, and EMPLOYEE agreeing to maintain proprietary information secret, it is hereby agreed as follows:

        1.     CORPORATION hereby employs and agrees to employ EMPLOYEE and EMPLOYEE agrees to work for CORPORATION for such period of time and for such compensation as may from time to time be agreed upon by CORPORATION and EMPLOYEE.

        2.     The work is to be performed in the plant or facilities of CORPORATION or at such other place as is designated by CORPORATION.

        (a)   The CORPORATION reserves the right to assign the Employment Contract.

        3.     EMPLOYEE agrees as follows:

        (a)   throughout the period of his or her employment by CORPORATION, EMPLOYEE shall exert his or her best efforts to further the business activities and interests of CORPORATION, and shall refrain from competing therewith, whether directly or indirectly, and from siding others in doing so, whether for his or her own benefit or profit or otherwise;

        (b)   that he or she shall promptly and faithfully do and perform all services pertaining to said employment that are or may be assigned to him or her by CORPORATION during the term of this contract;

        (c)   at all times, both during and after the period of his or her employment by CORPORATION, EMPLOYEE shall refrain, except as authorized in writing by CORPORATION so to do, from disclosing and from using for the benefit or profit of EMPLOYEE or others or otherwise any trade secret, unpatented development, discovery, invention, improvement, or customer list with which EMPLOYEE has become acquainted in the course of his or her employment to the extent any of the above have been designated in writing by CORPORATION as "trade secrets" on the Trade Secrets Agreement and are not general knowledge in the industry. At all times during the period of his or her employment by CORPORATION and for a period of one (1) year after termination of his or her employment by CORPORATION, provided such are not designated as corporate "trade secrets" which must remain secret, EMPLOYEE shall refrain, except as authorized in writing by CORPORATION so to do, from disclosing and from using for the benefit or profit of EMPLOYEE or others or otherwise any unpatented development, discovery, invention, or improvement which has been originated, devised or developed by him or her in whole or in part during the period thereof, whereas CORPORATION shall permit and encourage EMPLOYEE to publish accounts of the same to whatever extent CORPORATION, in its sole discretion, shall deem such accounts unrelated to CORPORATION'S business activities and interests or the publication thereof appropriate thereto;

        (d)   that he or she shall not engage, on the termination of this employment, for any cause whatsoever, in the same or similar line of business as that carried on by CORPORATION, or work for any individual, firm, partnership, or corporation engaged in such line or similar line of business, within the continental United States for a period of one (1) year from said termination, except that nothing herein shall be construed to bar employment in a similar field wherein the capabilities used by EMPLOYEE do not require the use or imparting to others of secret or confidential skills, abilities, or information learned while at CORPORATION and wherein the capabilities used by EMPLOYEE are only those general to the entire field or to bar employment with a diversified company so long as the employment pertains solely to that part of its business which is not competitive with CORPORATION and provided that CORPORATION receives assurances satisfactory to it from the prospective employer that EMPLOYEE shall not be required to render services including knowledge of proprietary or trade secrets of the CORPORATION in that part of its business which does compete with CORPORATION; and that

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        (e)   any and all developments, discoveries, inventions, or improvements conceived or made by EMPLOYEE alone or jointly with others during the period of his or her employment by CORPORATION, whether during or after regular working hours and regardless of where conceived or made, and during the period of one (1) year thereafter, applicable in or to any of the business activities and interests of CORPORATION, shall be disclosed fully and promptly by EMPLOYEE to CORPORATION and shall become, to the full extent of EMPLOYEE'S right, title and interest therein, the sole and exclusive property of CORPORATION; EMPLOYEE shall execute and deliver to CORPORATION upon request made at any time, whether during or after the period of his or her employment by CORPORATION, such applications, assignments, powers of attorney, and other documents as may be presented to EMPLOYEE upon behalf of CORPORATION for the purpose of applying for, obtaining, or maintaining patents therefor in the United States or any foreign country or for the purpose of conveying such sole and exclusive right, title or interest to CORPORATION or perfecting CORPORATION'S rights therein; and, upon request made at any time upon behalf of CORPORATION, EMPLOYEE shall assign to CORPORATION all records, drawings, photographs, information and other matters necessary to give complete reasonable meaning to the agreement in this Paragraph 3.(e) and shall execute all proper papers and give all reasonable assistance, including the giving of testimony, relating to such developments, discoveries, inventions, or improvements, the preservation of proof of EMPLOYEE'S knowledge thereof or his or her activities with regard thereto, and his or her right, title and interest therein and conveyance thereof to CORPORATION and perfection of CORPORATION'S rights therein. It is understood that EMPLOYEE shall completely list on the last page of this Agreement all inventions, if any, patented or unpatented, including the numbers of all patents and patent applications filed thereon and a brief description of all unpatented inventions, which EMPLOYEE made prior to employment by CORPORATION, and which are to be excluded from the scope of this Agreement. Any patentable improvements made upon the listed inventions subsequent to employment by CORPORATION and during the period of one (1) year thereafter are to be the property of CORPORATION within the scope of this Agreement;

        (f)    that EMPLOYEE shall sign a Trade Secrets Agreement, at time of employment or when requested to do so, listing those major elements which the CORPORATION considers trade secrets or proprietary and about which he or she will gain or has certain knowledge, and that he or she shall sign an Annual Disclosure at the time of employment or when requested to do so.

        (g)   that EMPLOYEE agrees not to induce others to leave.

        (h)   EMPLOYEE agrees to provide the CORPORATION injunctive relief for breach of this Agreement.

        (i)    EMPLOYEE further agrees that at time of termination, whether voluntary or involuntary, he or she will read the Termination Agreement (Form #U-1977) and CORPORATION will ask EMPLOYEE to sign a Termination Agreement (Reference UTI Procedure 1540, "Procedure for Termination of Employees").

        4.     This Agreement provides no obligation to EMPLOYEE at death while in service other than pay due to date of death.

        5.     This Agreement shall supersede, to whatever extent it may be inconsistent with, and otherwise shall supplement, any and all preceding EMPLOYEE'S agreements and understandings with regard to the subject matter hereof between EMPLOYEE and CORPORATION or between EMPLOYEE and any other prior employer and shall be binding upon and inure to the benefit of the parties hereto and the executors, administrators, and other legal representatives of EMPLOYEE and the assigns, successors, and legal representatives of CORPORATION.

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        6.     EMPLOYEE certifies that he or she is not now a party of any similar agreement for any other employer containing provisions in conflict with the terms and provisions of this Agreement.

        IN WITNESS WHEREOF and intending to be legally bound, the parties have hereunto set their hands and seals the day and year first above written.

	UTI CORPORATION
			Division
Attest:	By	/s/  ANDREW D. FREED
	President
	By	Gary Curtis
	Employee
Assistant Secretary (Corporate Seal)
List of Reserved Inventions:

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TRADE SECRETS AGREEMENT

EX-10.8.1

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Exhibit 10.8.1

NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION
AND INVENTION ASSIGNMENT AGREEMENT

        This Non-Disclosure, Non-Solicitation, Non-Competition and Invention Assignment Agreement is made by and between UTI Corporation, a Maryland corporation (hereinafter referred to collectively with any of its subsidiaries as the "Company"), and Gary Curtis (the "Employee").

        IN CONSIDERATION of the employment and continued employment of the Employee by the Company, the Employee and the Company agree as follows:

        1.    Condition of Employment.

        The Employee acknowledges that his employment with the Company is contingent upon his agreement to sign and adhere to the provisions of this Non-Disclosure, Non-Solicitation, Non-Competition and Invention Assignment Agreement (the "Agreement").

        2.    Proprietary and Confidential Information.

        (a)   The Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships, financial affairs or technical information (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include any confidential information provided by third parties, including confidential customer information, discoveries, inventions, products, product improvements, product enhancements, processes, methods, manufacturing and engineering techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer of the Company, either during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Employee.

        (b)   The Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Employee shall not retain any such materials or copies thereof or any such tangible property.

        (c)   The Employee agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Employee.

        3.    Invention Assignment.

        (a)   The Employee agrees to fully and promptly disclose to the Company any inventions, improvements, processes, procedures, techniques, documentation, specifications, research, designs, files, methods, ideas, whether patentable or not (collectively referred to as "Inventions"), which are created, made, conceived or reduced to practice by the Employee or under the Employee's direction, whether or not during normal working hours or on the premises of the Company. The Employee has attached hereto as Schedule A, a list of Inventions as of the date of this Agreement which belong to the Employee and which the Employee shall not assign to the Company (the "Prior Inventions"), or, if no such list is attached, the Employee represents that there are no such Prior Inventions.

        (b)   Any and all Inventions which the Employee may make, conceive, discover or develop during the term of his employment with the Company shall be deemed works made for hire under the applicable copyright laws, and it is intended that all such Inventions shall be the sole and exclusive property of the Company. The Employee agrees to assign and hereby does assign to the Company all his rights and interests in all Inventions, patents, copyrights, trademarks, and rights to royalties with respect to such Inventions, patents, copyrights, and trademarks, including all proprietary rights, publication rights, display rights, attribution rights, integrity rights, approval rights, publicity rights, privacy rights, or moral rights associated therewith. The Employee understands that this paragraph (b) shall not apply to Inventions which are made and conceived by the Employee (i) not during normal working hours, (ii) not on the Company's premises, (iii) not using the Company's tools, devices, equipment, or Proprietary Information (as defined in Paragraph 1), and (iv) not otherwise related to the business of the Company. The Employee further understands that this paragraph (b) shall not apply to Prior Inventions listed on Schedule A.

        (c)   The Employee agrees to cooperate fully with the Company, both during and after his employment, to write and prepare all specifications and procedures regarding such Inventions and otherwise aid and assist the Company to procure, maintain, or enforce copyrights, patents or other intellectual property rights relating to Inventions. The Employee agrees to sign all papers, including without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company deems necessary or desirable in order to protect its rights and interests in Inventions. The Employee understands that he shall not receive any special or additional compensation for performing his obligations under this paragraph (c). If the Employee is called upon to render such assistance after he leaves the Company, however, the Employee will be entitled to reimbursement of any reasonable expenses incurred at the request of the Company.

        4.    Other Agreements.

        The Employee hereby represents that, except as the Employee has disclosed in writing to the Company, the Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company, to refrain from competing, directly or indirectly, with the business of such previous employer or any other party, or to refrain from soliciting employees, customers or suppliers of such previous employer or other party. The Employee further represents that his performance of all the terms of this Agreement and the performance of his duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party to which the Employee is a party (including without limitation any non-disclosure or non-competition agreement), and that the Employee will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

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        5.    Non-Competition and Non-Solicitation.

        While employed by the Company, the Employee shall devote all of his business time, attention, skill and effort to the faithful performance of his duties for the Company. For a period of one (1) year after the termination or cessation of Employee's employment for any reason, the Employee will not, in the geographical areas that the Company or any of its subsidiaries does business or has done business at the time of Employee's departure, directly or indirectly:

        (a)   Engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company's business, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Employee was employed by the Company; or

        (b)   Either alone or in association with others (i) induce or attempt to induce, any employee or independent contractor of the Company to leave employment or other engagement with the Company, or (ii) hire, solicit or recruit or attempt to hire, solicit or recruit for employment engagement as an independent contractor, or any person who was employed by the Company at any time during the term of the Employee's employment with the Company. This restriction shall not apply to hire of any individual who has not been employed by the Company for a period of six (6) months or more; or

        (c)   Either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers, business partners, investors or accounts of the Company which were contacted, solicited or served by the Company at any time during the term of the Employee's employment with the Company and regarding which the Employee had either: (i) substantive contact; or (ii) access to confidential information.

        6.    Not An Employment Contract.

        The Employee acknowledges that this Agreement does not constitute a contract of employment, either express or implied, and does not imply that the Company will continue the Employee's employment for any period of time. This Agreement shall in no way alter the Company's policy of employment at will, under which both the Employee and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. This at-will employment relationship may only be altered in a writing signed by the President of the Company.

        7.    Return of Company Property.

        The Employee agrees to return immediately upon the cessation of his employment with the Company or earlier if requested by the Company, all Company property including, but not limited to, keys, files, records (and copies thereof), computer hardware and software, cellular phones, pagers, and Company vehicle, which is in his possession or control. The Employee acknowledges he has no ownership rights over such property. The Employee further agrees to leave intact all electronic Company documents, including those, which he developed or help develop during his employment.

        8.    General Provisions.

        (a)    Entire Agreement.    This Agreement supersedes all prior agreements, written or oral, between the Employee and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by the Employee and the Company. The Employee agrees that any change or changes in his duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

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        (b)    Interpretation.    If the Employee violates the provisions of Section 5 of this Agreement, the Employee shall continue to be bound by the restrictions set forth in Section 5 until a period of one (1) year has expired without any violation of such provisions. If any restriction set forth in Section 5 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

        (c)    Severability.    The invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity or enforceability of any other provision of this Agreement.

        (d)    Waiver.    No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

        (e)    Employee Acknowledgment and Equitable Remedies.    The Employee acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and considers the restrictions to be reasonable for such purpose. The Employee agrees that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and that therefore, in the event of any breach of this Agreement, the Employee agrees that the Company, in addition to any and all such other remedies that may be available, shall be entitled to specific performance and other injunctive relief without posting a bond.

        (f)    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation or entity with which or into which the Company may be merged or which may succeed to its assets or business, provided however that the obligations of the Employee are personal and shall not be assigned by the Employee.

        (g)    Subsidiaries and Affiliates.    The Employee expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

        (h)    Governing Law, Forum and Jurisdiction.    This Agreement shall be governed by and construed as a sealed instrument under and in accordance with the laws of the Commonwealth of Pennsylvania (without reference to the conflicts of law provisions thereof). Any action, suit, or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Pennsylvania (or, if appropriate, a federal court located within Pennsylvania), and the Company and the Employee each consents to the jurisdiction of such a court.

        (i)    Captions.    The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

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        THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

	UTI CORPORATION
Date:	By:	/s/  BRIAN YOUNGDirector of Human Resources
	EMPLOYEE
Date: 7/22/03	/s/  GARY D. CURTIS (Signature)

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SCHEDULE A

        List of Prior Inventions:

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Exhibit 10.8.1

NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT
SCHEDULE A

EX-10.8.2

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Exhibit 10.8.2

NON-COMPETITION AGREEMENT

        This Non-Competition Agreement (this "Agreement") dated September    , 2001 is made and entered into by and among UTI Corporation, a Maryland corporation (the "Company"), and Stewart Fisher ("Fisher").

WITNESSETH:

        WHEREAS, the Company and Fisher contemplate entering into that certain Employment Agreement dated the date hereof pursuant to which Fisher shall be the chief financial officer of the Company; and

        WHEREAS, the Company is unwilling to enter into the Employment Agreement and employ Fisher on the terms set forth therein unless Fisher agrees to refrain from engaging in certain activities described herein.

        NOW THEREFORE, in consideration of, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Fisher agree as follows:

        1.    Non-Competition Commitment.

        (a)    Agreement Not to Compete.    Fisher agrees that, for a period the later of (i) October 1, 2006 or (i) one (1) year after the termination of Fisher's employment with the Company (the "Non-Competition Period"), he shall not, directly or indirectly, through an Affiliate or otherwise, either for the benefit of himself or for the benefit of any other person, firm, corporation, governmental or private entity, or any other entity of any kind, without the prior written consent of the Board of Directors of the Company, which consent may be withheld by the Company, in its sole discretion, compete with the Company in any manner or capacity (e.g., through any form of ownership or as an advisor, principal, agent, consultant, partner, joint venturer, officer, director, stockholder, employee, member of any association or otherwise) that (i) is related to, similar to or substantially equivalent to Fisher's capacity with the Company or (ii) would permit or require Fisher to direct, control or have substantial input into the strategy, marketing, operations, etc. of an entity competing with or seeking to compete with the Company in any phase of the business that the Company is conducting during the term of this Agreement within the geographical area described in Section 1(b) below. For purposes of this Agreement, (i) "Affiliate" of a person or entity means any person or entity controlled by, controlling or under common control with such person or entity, or any member of the immediate family, including parents, spouse, children or siblings, of such person; provided, however, that for purposes of this Agreement, Fisher and the Company shall not be considered Affiliates of each other, (ii) "Control" including the correlated terms "controlling," "controlled by" and "under common control with," shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or powers whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise, of a person or entity and (ii) "Company" shall be deemed to include Affiliates of the Company.

        (b)    Geographic Extent of Covenant.    The obligations of Fisher under Section 1(a) shall apply to any geographic area in which the Company (i) currently conducts, or at the time of termination or expiration of Fisher's employment with the Company, conducts or has specific plans of which Fisher is aware to conduct business or provide services, or (ii) has as of the date hereof, or at the time of termination or expiration of Fisher's employment with the Company otherwise established its goodwill, business reputation or any customer or supplier relations. Fisher hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this

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Section 1 are reasonable and are no broader than necessary to protect the legitimate business interests of the Company.

        (c)    Indirect Competition.    Fisher further agrees that, during the Non-Competition Period, he will not, directly or indirectly, assist or encourage any other person in carrying out, directly or indirectly, any activity that would be prohibited by the foregoing provisions of this Section 1 if such activity were carried out by Fisher, either directly or indirectly.

        (d)    Limitation on Covenant.    Ownership by Fisher, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock, outstanding debt instruments or other securities convertible into capital stock or debt instruments of any corporation listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a breach of this Section 1.

        2.    No Interference; Nonsolicitation.    During the Non-Competition Period, Fisher agrees that he shall not, directly or indirectly through another entity, (a) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of the Company, (b) hire any person who was an employee or independent contractor of the Company if such person was employed by the Company at any time during the one-year period prior to such hiring or (c) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to withdraw, curtail or cease doing business with the Company.

        3.    Confidential Information.

        (a)   Except as permitted or directed by the Company's Board of Directors, Fisher agrees not to divulge, furnish or make accessible to anyone or use in any way (other than in connection with and in furtherance of Fisher's work on behalf of the Company as directed by the Company's Board of Directors) any confidential or secret knowledge or nonpublic information of the Company that Fisher has acquired or become acquainted with prior to the date of this Agreement or will acquire or become acquainted with prior to the termination of Fisher's employment with the Company, whether developed by Fisher or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, any customer or supplier lists, details of relationships with customers, vendors, distributors or suppliers, financial information, details of operation, organization and management, business plans and strategies, information about employees and agents of the Company, any confidential or secret development or research work of the Company, any analyses, records or data generated from any such information of the Company, or any other confidential information or secret aspects of the business of the Company (collectively, "Confidential Information"). Confidential Information shall not include information that (i) was in the public domain before disclosure to Fisher or that becomes part of the public domain after disclosure to Fisher through no action or fault of Fisher, (ii) Fisher can demonstrate was in his possession before disclosure to him by the Company and was not acquired, directly or indirectly, from the Company, (iii) Fisher receives from any third party or entity having a lawful right to disclose such information to Fisher or (iv) is developed independently by Fisher after the termination of his employment (if any) and without the use of the Company's equipment, supplies, facilities or resources and without access to or reliance on the confidential or secret knowledge or information of the Company and as evidenced by bona fide written, dated documents.

        (b)   Fisher acknowledges that the Confidential Information constitutes a unique and valuable asset of the Company, represents a substantial investment of time and expense by the Company, would be susceptible to immediate competitive application by a competitor of the Company and that any disclosure or other use of such Confidential Information other than for the sole benefit of the Company would be wrong and would cause irreparable harm to the Company. Fisher agrees to refrain from any acts or omissions that would reduce the value of such Confidential Information to the

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Company. The foregoing obligations of confidentiality shall not apply to any Confidential Information that subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as a direct or indirect result of the breach of this Agreement by Fisher.

        (c)    Records Containing Confidential Information.    "Confidential Records" means all documents and other records, whether in paper, electronic or other form, that contain or reflect Confidential Information. All Confidential Records prepared by or provided to Fisher are and shall remain the property of the Company. Except as permitted or directed by the Company's Board of Directors, Fisher shall not, at any time, directly or indirectly: (i) copy or use any Confidential Record for any purpose not relating directly to Fisher's work for the Company; or (ii) show, give, sell, disclose or otherwise communicate any Confidential Record or the contents of any Confidential Record to any person or entity other than the Company or a person or entity authorized by the Company, to have access to the Confidential Record in question. Upon the termination of Fisher's employment with the Company, or upon the request of the Company, Fisher shall immediately deliver to the designated person (and shall not keep in Fisher's possession or deliver to any other person or entity) all Confidential Records and all other property of the Company in Fisher's possession or control. This Agreement shall not prohibit Fisher from complying with any subpoena or court order, provided that Fisher shall at the earliest practicable date provide a copy of the subpoena or court order to the President of the Company, it being the parties' intention to give the Company a fair opportunity to take appropriate steps to prevent the unnecessary or improper use or disclosure of Confidential Records, as determined by the Company in its reasonable judgment.

        (d)    Third-Parties' Confidential Information.    Fisher acknowledges that the Company have received and in the future will receive from third parties confidential or proprietary information, and that the Company must maintain the confidentiality of such information and use it only for authorized purposes. Fisher shall not use or disclose any such information except as authorized by the Company or the third party to whom the information belongs.

        4.    Severability Provision.    To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of this Agreement shall be unaffected. In furtherance of and not in limitation of the foregoing, it is expressly agreed that, should the duration or geographical extent of, or business activities covered by, this Agreement be finally determined to be in excess of that which is valid or enforceable under applicable law, such provision shall be construed to cover the maximum duration, extent or activities which may be validly or enforceably covered. Fisher acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

        5.    Remedies.    Fisher acknowledges that it would be difficult to fully compensate the Company for damages resulting from any breach by such party of the provisions of this Agreement. Accordingly, in the event of any actual or threatened breach of such provisions, the Company shall (in addition to any other remedies which it may have) be entitled to temporary or permanent injunctive relief to enforce such provisions, and such relief may be granted without the necessity of proving actual damages.

        6.    Remedies Cumulative.    No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by any party hereto shall not constitute a waiver of the right to pursue other available remedies.

        7.    Complete Agreement.    This Agreement constitutes the entire agreement, and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto relating to the subject matter hereof. There are no representations, warranties,

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covenants, statements, conditions, terms or obligations, other than those contained herein, relating to the subject matter hereof. The Company and Fisher are also party to that certain Employment Agreement of even date herewith. In the event of any direct conflict between any term of this agreement and any term of any other agreement executed by Fisher, the terms of this agreement shall control. If Fisher signed or signs any other agreement(s) relating to or arising from Fisher's employment with Company, all provisions of such agreement(s) that do not directly conflict with a provision of this Agreement shall not be affected, modified or superseded by this Agreement, but rather shall remain fully enforceable according to their terms.

        8.    Modification, Amendment, Waiver or Termination.    No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement. No delay on the part of the Company in exercising any right hereunder shall operate as a waiver of such right. No waiver, express or implied, by the Company of any right or any breach by Fisher shall constitute a waiver of any other right or breach by Fisher.

        9.    Governing Law.    This Agreement shall be construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles.

        10.    Venue.    Any action at law, suit in equity or judicial proceeding arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement, or any provision hereof, shall be litigated only in the state or federal courts serving Philadelphia County, Pennsylvania.

        11.    Assignment.    Fisher may not assign this Agreement. The rights of The Company under this Agreement may be assigned to any third party who succeeds to the Company's business.

        12.    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs and personal representatives and, to the extent permitted by Section 11, their respective successors and assigns.

        13.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of such counterparts shall together constitute a single agreement.

        14.    Headings; Construction.    Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. The parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the Agreement's terms and to consult with counsel of their own choosing. Therefore, the parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the Agreement's drafter, and agree that this Agreement and all amendments thereto shall be construed as a whole, according to the fair meaning of the language used.

[SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the patties hereto have each executed this Agreement as of the date first written above.

UTI CORPORATION
By:	/s/  ANDREW D. FREED Name: Andrew D. Freed Title: President & Chief Executive Officer
/s/  STEWART FISHERSTEWART FISHER

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Exhibit 10.8.2

NON-COMPETITION AGREEMENT

EX-10.8.3

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Exhibit 10.8.3

AMENDMENT TO NON-COMPETITION AGREEMENT

        This AMENDMENT (this "Amendment") to that certain Non-Competition Agreement (the "Non-Competition Agreement"), dated May 31, 2000, among Medical Device Manufacturing, Inc., a Colorado corporation ("MDMI"), UTI Corporation, a Pennsylvania corporation ("UTI-PA") and Jeffrey M. Farina ("Farina") is dated as of December 1, 2003.

RECITALS

        Whereas, in connection with his employment by MDMI and UTI-PA, Farina entered into the Non-Competition Agreement which incorporated certain exceptions to his agreement not to compete with MDMI and UTI-PA permitting him to perform certain services for eVasc, L.P., which exceptions the parties, by course of business, have extended to include the performance of certain services (the "Permitted Services") for Medical Device Investment Holdings Corporation, a Delaware corporation ("MDIH");

        Whereas, MDIH and UTI-PA have entered into that certain Consent and Release Agreement (the "Consent Agreement"), dated of even date herewith, whereby UTI-PA has consented to the assignment of certain intellectual property rights licensed by UTI-PA to MDIH from MDIH to Abbott Vascular Devices Ireland Limited ("Abbott") and has agreed to a release of certain rights of UTI-PA against Farina;

        Whereas, a material inducement and a condition precedent to UTI-PA's willingness to enter into the Consent Agreement was Farina's agreement to terminate his right to perform the Permitted Services for so long as the restrictions of the Non-Competition Agreement continue to apply; and

        Whereas, Farina will personally benefit in a material way from UTI-PA's execution and delivery of the Consent Agreement and UTI-PA's consent to the assignment of the aforementioned intellectual property rights from MDIH to Abbot, which consent UTI-PA had the right to withhold and constitutes material consideration to Farina.

AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein and in the Consent Agreement, including without limitation the release by UTI-PA of certain rights against Farina, the receipt and sufficiency of which is hereby acknowledged, the signatories hereto hereby agree as follows:

        1.     The Non-Competition Agreement is amended by deleting the following sentence in its entirety from Section 1(a):

"Notwithstanding the foregoing, Farina may provide services to eVasc, L.P. ("eVasc") without violating the terms of this Agreement, provided that such services are performed in accordance with the provisions of Section 3 of that certain License and Technical Assistance Agreement between UTI and eVasc, as amended from time to time, ("License Agreement") and are charged for and billed by UTI in accordance with Section 4 of the License Agreement."

        2.     The Non-Competition Agreement is amended by inserting the following at the end of Section 1(d):

"Ownership by Farina, solely as a passive investment, of any equity interest in MDIH shall not constitute a breach of this Section 1. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit Farina from providing (x) any reasonable assistance required by MDIH to defend that certain case captioned Donald Ricci, George Shukov evYsio Medical Devices ULC and Nexsten Holdings Ltd. v. Medical Device Investment Holdings Corp., Drew

Farina and Bruce Mainwaring, pending in the Supreme Court of British Columbia, (Case No. 5034147)" or (y) identifying, soliciting or negotiating with third parties for the acquisition by such third parties of the rights under that certain License and Technical Assistance Agreement dated June 1, 2000 between UTI-PA and MDIH, whether by sublicense, assignment or otherwise.

        3.     Issues and questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania, without giving effect to any choice of law or conflict of law rules thereof.

        4.     Except as modified by this Amendment, the Non-Competition Agreement shall remain in full force and effect. In the event of any conflict between this Amendment and the Non-Competition Agreement, this Amendment shall control.

        5.     This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. This Amendment may be delivered by facsimile, and facsimile signatures will be treated as original signatures for all applicable purposes.

[SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written.

UTI CORPORATION, a Maryland Corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	CFO
UTI CORPORATION, a Pennsylvania Corporation
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	CFO
MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  STEWART A. FISHER
Name:	Stewart A. Fisher
Title:	CFO
/s/  JEFFREY M. FARINAJeffrey M. Farina

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Exhibit 10.8.3

AMENDMENT TO NON-COMPETITION AGREEMENT

EX-10.8.6

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Exhibit 10.8.6

NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION
AND INVENTION ASSIGNMENT AGREEMENT

        This Non-Disclosure, Non-Solicitation, Non-Competition and Invention Assignment Agreement is made by and between UTI Corporation, a Maryland corporation (hereinafter referred to collectively with any of its subsidiaries as the "Company"), and Tom Lemker (the "Employee").

        IN CONSIDERATION of the employment and continued employment of the Employee by the Company, the Employee and the Company agree as follows:

        1.    Condition of Employment.

        The Employee acknowledges that his employment with the Company is contingent upon his agreement to sign and adhere to the provisions of this Non-Disclosure, Non-Solicitation, Non-Competition and Invention Assignment Agreement (the "Agreement").

        2.    Proprietary and Confidential Information.

        (a)   The Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company's business, business relationships, financial affairs or technical information (collectively, "Proprietary Information") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include any confidential information provided by third parties, including confidential customer information, discoveries, inventions, products, product improvements, product enhancements, processes, methods, manufacturing and engineering techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by an officer of the Company, either during or after his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Employee.

        (b)   The Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Employee shall not retain any such materials or copies thereof or any such tangible property.

        (c)   The Employee agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Employee.

        3.    Invention Assignment.

        (a)   The Employee agrees to fully and promptly disclose to the Company any inventions, improvements, processes, procedures, techniques, documentation, specifications, research, designs, files, methods, ideas, whether patentable or not (collectively referred to as "Inventions"), which are created, made, conceived or reduced to practice by the Employee or under the Employee's direction, whether or not during normal working hours or on the premises of the Company. The Employee has attached hereto as Schedule A, a list of Inventions as of the date of this Agreement which belong to the Employee and which the Employee shall not assign to the Company (the "Prior Inventions"), or, if no such list is attached, the Employee represents that there are no such Prior Inventions.

        (b)   Any and all Inventions which the Employee may make, conceive, discover or develop during the term of his employment with the Company shall be deemed works made for hire under the applicable copyright laws, and it is intended that all such Inventions shall be the sole and exclusive property of the Company. The Employee agrees to assign and hereby does assign to the Company all his rights and interests in all Inventions, patents, copyrights, trademarks, and rights to royalties with respect to such Inventions, patents, copyrights, and trademarks, including all proprietary rights, publication rights, display rights, attribution rights, integrity rights, approval rights, publicity rights, privacy rights, or moral rights associated therewith. The Employee understands that this paragraph (b) shall not apply to Inventions which are made and conceived by the Employee (i) not during normal working hours, (ii) not on the Company's premises, (iii) not using the Company's tools, devices, equipment, or Proprietary Information (as defined in Paragraph 1), and (iv) not otherwise related to the business of the Company. The Employee further understands that this paragraph (b) shall not apply to Prior Inventions listed on Schedule A.

        (c)   The Employee agrees to cooperate fully with the Company, both during and after his employment, to write and prepare all specifications and procedures regarding such Inventions and otherwise aid and assist the Company to procure, maintain, or enforce copyrights, patents or other intellectual property rights relating to Inventions. The Employee agrees to sign all papers, including without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company deems necessary or desirable in order to protect its rights and interests in Inventions. The Employee understands that he shall not receive any special or additional compensation for performing his obligations under this paragraph (c). If the Employee is called upon to render such assistance after he leaves the Company, however, the Employee will be entitled to reimbursement of any reasonable expenses incurred at the request of the Company.

        4.    Other Agreements.

        The Employee hereby represents that, except as the Employee has disclosed in writing to the Company, the Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company, to refrain from competing, directly or indirectly, with the business of such previous employer or any other party, or to refrain from soliciting employees, customers or suppliers of such previous employer or other party. The Employee further represents that his performance of all the terms of this Agreement and the performance of his duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party to which the Employee is a party (including without limitation any non-disclosure or non-competition agreement), and that the Employee will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

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        5.    Non-Competition and Non-Solicitation.

        While employed by the Company, the Employee shall devote all of his business time, attention, skill and effort to the faithful performance of his duties for the Company. For a period of one (1) year after the termination or cessation of Employee's employment for any reason, the Employee will not, in the geographical areas that the Company or any of its subsidiaries does business or has done business at the time of Employee's departure, directly or indirectly:

        (a)   Engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company's business, including but not limited to any business or enterprise that develops, manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Employee was employed by the Company; or

        (b)   Either alone or in association with others (i) induce or attempt to induce, any employee or independent contractor of the Company to leave employment or other engagement with the Company, or (ii) hire, solicit or recruit or attempt to hire, solicit or recruit for employment engagement as an independent contractor, or any person who was employed by the Company at any time during the term of the Employee's employment with the Company. This restriction shall not apply to hire of any individual who has not been employed by the Company for a period of six (6) months or more; or

        (c)   Either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers, business partners, investors or accounts of the Company which were contacted, solicited or served by the Company at any time during the term of the Employee's employment with the Company and regarding which the Employee had either: (i) substantive contact; or (ii) access to confidential information.

        6.    Not An Employment Contract.

        The Employee acknowledges that this Agreement does not constitute a contract of employment, either express or implied, and does not imply that the Company will continue the Employee's employment for any period of time. This Agreement shall in no way alter the Company's policy of employment at will, under which both the Employee and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. This at-will employment relationship may only be altered in a writing signed by the President of the Company.

        7.    Return of Company Property.

        The Employee agrees to return immediately upon the cessation of his employment with the Company or earlier if requested by the Company, all Company property including, but not limited to, keys, files, records (and copies thereof), computer hardware and software, cellular phones, pagers, and Company vehicle, which is in his possession or control. The Employee acknowledges he has no ownership rights over such property. The Employee further agrees to leave intact all electronic Company documents, including those, which he developed or help develop during his employment.

        8.    General Provisions.

        (a)    Entire Agreement.    This Agreement supersedes all prior agreements, written or oral, between the Employee and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by the Employee and the Company. The Employee agrees that any change or changes in his duties,

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salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

        (b)    Interpretation.    If the Employee violates the provisions of Section 5 of this Agreement, the Employee shall continue to be bound by the restrictions set forth in Section 5 until a period of one (1) year has expired without any violation of such provisions. If any restriction set forth in Section 5 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

        (c)    Severability.    The invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity or enforceability of any other provision of this Agreement.

        (d)    Waiver.    No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

        (e)    Employee Acknowledgment and Equitable Remedies.    The Employee acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and considers the restrictions to be reasonable for such purpose. The Employee agrees that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and that therefore, in the event of any breach of this Agreement, the Employee agrees that the Company, in addition to any and all such other remedies that may be available, shall be entitled to specific performance and other injunctive relief without posting a bond.

        (f)    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation or entity with which or into which the Company may be merged or which may succeed to its assets or business, provided however that the obligations of the Employee are personal and shall not be assigned by the Employee.

        (g)    Subsidiaries and Affiliates.    The Employee expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

        (h)    Governing Law, Forum and Jurisdiction.    This Agreement shall be governed by and construed as a sealed instrument under and in accordance with the laws of the Commonwealth of Pennsylvania (without reference to the conflicts of law provisions thereof). Any action, suit, or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Pennsylvania (or, if appropriate, a federal court located within Pennsylvania), and the Company and the Employee each consents to the jurisdiction of such a court.

        (i)    Captions.    The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

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        THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

	UTI CORPORATION
Date:	By:	/s/  BRIAN YOUNGDirector of Human Resources
	EMPLOYEE
Date: 7/31/04	/s/  THOMAS F. LEMKER (Signature)

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SCHEDULE A

        List of Prior Inventions:

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Exhibit 10.8.6

NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT

EX-10.9

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Exhibit 10.9

MANAGEMENT AGREEMENT

        THIS MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of July 6, 1999, by and between KRG Capital Partners, L.L.C., a Delaware limited liability company ("KRG"), Medical Device Manufacturing, Inc., a Colorado corporation ("MDM"), and G&D, Inc., a Colorado corporation d/b/a Star Guide Corporation ("Star Guide").

BACKGROUND

        MDM, Star Guide, and each of their respective subsidiaries, if any (collectively, the "Company"), desire to receive transaction advisory, financial and management consulting services from KRG and thereby obtain the benefit of KRG's experience in mergers, acquisitions, buyouts, industry consolidations and business and financial management generally and its knowledge of the Company's financial affairs in particular. KRG is willing to provide transaction advisory, financial and management consulting services to the Company. Accordingly, the compensation arrangements set forth in this Agreement are designed to compensate KRG for such services.

        NOW, THEREFORE, in consideration of the premises, the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of KRG and the Company hereby agree as follows:

TERMS

1.     ENGAGEMENT.

        The Company hereby engages KRG as a financial and management consultant and transaction advisor, and KRG hereby agrees to provide financial and management consulting and transaction advisory services to the Company, all on the terms and subject to the conditions set forth below.

2.     SERVICES OF KRG.

        KRG hereby agrees during the term of this engagement to consult with the Company's boards of directors (collectively, the "Board") and management of the Company in such manner and on such business and financial matters as may be reasonably requested from time to time by the Board, including, but not limited to:

(i)

Corporate, acquisition and divestiture strategies;



(ii)

Budgeting of future corporate investments;



(iii)

Public offerings;



(iv)

Debt and equity financings;



(v)

Sourcing and identifying potential acquisition candidates;



(vi)

Establishing initial contact and negotiating letters of intent with targets;



(vii)

Formulating and negotiating acquisition structures (i.e., stock/cash mix, earnouts, compensation, etc.);



(viii)

Financial modeling of target acquisitions;



(ix)

Oversight of lender approval process;



(x)

Oversight of due diligence process (including specialists, i.e., environmental, ERISA, insurance, tax, etc.);



(xi)

Negotiating definitive acquisition agreements and ancillary documents;

(xii)

Coordination and oversight of closing process;



(xiii)

Assisting management in implementation of integration strategy and post-closing matters (i.e., identifying potential cost savings, plant closings, employee matters, lease negotiations, supply agreements and other consolidation opportunities); and



(xiv)

Assisting management in presentations to the investment community and analysts of acquired companies and results of acquisition strategy.

Principals of KRG will be available to serve on the Board and will devote such time and attention to the Company's affairs as reasonably necessary to accomplish the purposes of this Agreement.

3.     COMPENSATION.

        (a)   The Company hereby agrees to pay to KRG, as compensation for services to be rendered by KRG hereunder, an aggregate fee equal to $200,000 per year (the "Base Fee"). The Base Fee will increase to $300,000 per year, or such greater amount as may be approved by the Board, effective as of the closing of the Company's acquisition of HV Technologies, Inc. ("HVT") or of any alternative initial acquisition in the event that the closing of HVT does not occur. Any subsequent increase in the Base Fee will be effective only upon approval by the Board. The Base Fee, as set forth herein and established from time to time, will be payable in twelve (12) equal monthly installments, with payment in full of each such installment due by the fifth day of each calendar month. In addition to the Base Fee, the Company agrees to pay to KRG, as compensation for services rendered to the Company with respect to the consummation of any acquisition of a medical supply manufacturing business or any other acquisition in furtherance of the Company's business strategy, which transaction closes after the date hereof, a transaction closing fee (the "Transaction Closing Fee") equal to the greater of (i) $75,000, or (ii) one percent (1%) of the Transaction Value. Notwithstanding the foregoing, (i) KRG's fees in connection with the closing of the Star Guide acquisition will be set forth in Section 3(b), and (ii) the Transaction Closing Fee may be adjusted upward if the Board determines that an acquisition transaction presented unusual complexities. For purposes of this Agreement, "Transaction Value" will mean the aggregate of all cash and non-cash consideration paid to the sellers of the company or business being acquired and the value of all interest-bearing debt assumed by the Company. Any non-cash consideration will be valued at fair market value, and the value of any equity securities issued will be fair market value on the date of issuance, assuming such equity securities are fully vested on such date.

        (b)   In addition to the fees set forth in Section 3(a) above, the Company hereby further agrees to pay to KRG: (i) a $300,000 transaction fee for KRG's services performed in connection with the Star Guide acquisition, and (ii) certain fees as set forth below in Section 4.

        (c)   In addition to the fees set forth in Section 3(a) above, in the event of the Sale of the Company (as hereinafter defined), KRG shall be entitled to a fee equal to (i) one per cent (1%) percent of the Transaction Value of the Sale of the Company, if the Company does not retain an investment banking firm to act on its behalf in connection with the transaction and (ii) one-half of one per cent (.5%) of the Transaction Value if the Company does retain an investment banking firm, provided that in no event shall such fee exceed $750,000 unless approved in advance by the Board.

4.     TERM.

        This Agreement will be in effect for an initial term of five (5) years, commencing on the date hereof, and will be renewed automatically thereafter on a year-to-year basis unless one party gives the other thirty (30) days' prior written notice of its desire not to renew this Agreement; provided, however, that this Agreement will immediately terminate on the date KRG gives the Company written notice of termination. In the event of a Sale of the Company or an initial public offering of shares of the capital

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stock of either MDM or Star Guide (either, an "IPO"), this Agreement will be automatically renewed, without further action or notice by KRG or the Company, for an additional five (5)-year term unless the Board, not later than sixty (60) days after the closing of a Sale of the Company or an IPO, gives KRG written notice of its desire not to renew this Agreement for such term. In the event that the Board terminates this Agreement by delivering the required written notice upon an IPO or Sale of the Company, the Company agrees to pay KRG an accelerated cash payment in an amount equal to the Base Fee (as then in effect) for a period of time that is the longer of (A) two and one-half (2¹/2) years, or (B) the remainder of the term of the Agreement. As used herein, the term "Sale of the Company" will mean any transaction or series of related transactions (i) the result of which is that any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than KRG Capital Fund I, L.P., KRG Capital Fund I (PA), L.P., or KRG Capital Fund I (FF), L.P. (collectively the "Fund"), KRG, any institutions, individuals or entities that, upon invitation or by contractual right, co-invest in MDM with the Fund or KRG (the "Invited Parties" and, together with KRG and the Fund, the "KRG Investing Parties"), or persons controlling, controlled by or under common control with the KRG Investing Parties, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of more than 50% of the issued and outstanding Voting Stock (as defined below) of MDM, (ii) that results in the sale of all or substantially all of the Company's assets, or (iii) that results in the consolidation or merger of MDM with or into another corporation or corporations or other entity in which MDM is not the survivor (except any such corporation or entity controlled, directly or indirectly, by the Company). No termination of this Agreement, whether pursuant to this paragraph or otherwise, will affect the Company's obligations with respect to earned and accrued fees, costs and expenses incurred by KRG in rendering services hereunder and not paid or reimbursed by the Company as of the effective date of such termination.

        As used herein, the term "Voting Stock" will mean and include (i) any capital stock of any class of MDM ("Common Shares") which has the right to vote on all matters submitted to holders of Common Shares, and (ii) any security, right, option, warrant or agreement convertible into or exercisable to obtain any Common Shares or capital stock of any class of MDM which has the right to vote on all matters submitted to holders of Common Shares.

        Any reference herein to an approval or other action of the Board will mean a determination based on a finding by a majority vote of the members of the Board (excluding the votes of those directors who are also principals of KRG) that the approval or other action is in the best interest of the Company.

5.     INDEMNIFICATION.

        The Company hereby agrees to indemnify and hold harmless KRG, its principals, officers, agents and employees against and from any and all loss, liability, suits, claims, costs, damages and expenses (including attorneys' fees) arising from their performance under this Agreement, except as a result of their gross negligence or willful misconduct that results in a material adverse effect on the Company's business operations or financial results.

6.     KRG AN INDEPENDENT CONTRACTOR.

        Each of KRG and the Company hereby agree that KRG will perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither KRG nor its principals, officers or employees will be considered employees or agents of the Company as a result of this Agreement, nor will any of them have authority to contract in the name of or bind the Company, except as expressly agreed to in writing by the Company; provided, however, if any principal of KRG is serving as an officer or director of the Company, such person will have all authority as an officer or director of the Company to contract in the name of or otherwise bind the Company, notwithstanding any other provision of this Agreement.

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7.     CONFIDENTIAL INFORMATION.

        KRG acknowledges that the information, observations and data obtained by it, its principals, agents and employees during the course of KRG's performance under this Agreement concerning the business plans, financial data and business relations of the Company (the "Confidential Data") are the Company's valuable, special and unique assets. KRG therefore agrees that it will not, nor will it permit any of its principals, agents or employees, to disclose to any unauthorized person any of the Confidential Data obtained by KRG during the course of KRG's performance under this Agreement without the Company's prior written consent, unless and to the extent that (i) the Confidential Data becomes generally known to and available for use by the public otherwise than as a result of KRG's acts or omissions to act, (ii) such disclosure is required by any statute, rule, regulation or law or any judicial or administrative body having jurisdiction, or (iii) such disclosure is made in the course of KRG's performance of its duties under this Agreement to existing or potential lenders or investors in the Company, potential acquirors or acquisition candidates of the Company or other third parties performing or proposing to provide services to the Company who have a need to know such information.

8.     NOTICES.

        Any notice or report required or permitted to be given or made under this Agreement by one party to another will be deemed to have been duly given or made if personally delivered, delivered by reputable overnight courier, sent by telecopy, or, if mailed, when mailed by registered or certified mail, postage prepaid, to the other party at the following addresses (or at such other address as will be given in writing by one party to the other):

        If to KRG:

KRG Capital Partners, LLC
1515 Arapahoe Street
Tower One, Suite 1500
Denver, Colorado 80202
Attention: Mark M. King, Managing Director
                  and
                  Bruce L. Rogers, Managing Director

        If to the Company:

Medical Device Manufacturing, Inc.
5000 Independence Street
Arvada, Colorado 80002
Attention: Eric Pollock, Vice President

9.     ENTIRE AGREEMENT; MODIFICATION.

        This Agreement (i) contains the complete and entire understanding and agreement of KRG and the Company with respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, respecting the engagement of KRG in connection with the subject matter hereof, and (iii) may not be modified except by an instrument in writing executed by each of KRG and the Company.

10.   WAIVER OF BREACH.

        The waiver by any party of a breach of any provision of this Agreement by any other party will not operate or be construed as a waiver of any subsequent breach of that provision or any other provision thereby.

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11.   ASSIGNMENT.

        Neither KRG nor the Company may assign their respective rights or obligations under this Agreement without the express written consent of all other parties.

12.   GOVERNING LAW.

        This Agreement will be deemed to be a contract made under, and is to be governed and construed in the accordance with, the internal laws of the State of Colorado, without regard to conflict of law principles.

* * *

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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date above written.

KRG CAPITAL PARTNERS, LLC
By:	/s/  CHARLES R. GWIRTSMAN
Name:	Charles R. Gwirtsman
Title:	Managing Director
MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  ERIC POLLOCK
Name:	Eric Pollock
Title:	Chief Executive Officer
G&D, INC. d/b/a STAR GUIDE CORPORATION
By:	/s/  ERIC POLLOCK
Name:	Eric Pollock
Title:	Vice President

FIRST AMENDMENT TO
MANAGEMENT AGREEMENT

        This FIRST AMENDMENT TO MANAGEMENT AGREEMENT, (this "Amendment"), dated as of May 31, 2000, is entered into by and among KRG Capital Partners, LLC, a Delaware limited liability company ("KRG"), MDMI Holdings, Inc., a Colorado corporation ("Holdings"), Medical Device Manufacturing, Inc. d/b/a Rivo Technologies, a Colorado corporation and wholly-owned subsidiary of Holdings ("Rivo" and, together with Holdings, the "Company"), and G&D, Inc. d/b/a Star Guide Corporation, a Colorado corporation ("Star Guide").

RECITALS

        A.    Rivo, KRG, Star Guide are parties to that certain Management Agreement dated July 6, 1999 (the "Agreement").

        B.    Rivo, KRG and Star Guide wish to amend the Agreement to accommodate and reflect the current corporate structure of Holdings, Rivo and Rivo's direct and indirect subsidiaries and to reflect the expansion of the management consulting services provided by KRG as a result of the acquisitions by Rivo of Noble-Met, Ltd., a Virginia corporation, Medical Engineering Resources, a Minnesota corporation, and UTI Corporation, a Pennsylvania corporation.

        C.    Unless otherwise amended herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

AGREEMENT

        NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto amend the Agreement as follows:

        1.     Star Guide's obligations under the Agreement are hereby assigned to Rivo and Star Guide shall be released form its obligations pursuant to the Agreement.

        2.     The first sentence of Section 3(a) of the Agreement shall be amended in its entirety to read as follows:

"(a) The Company hereby agrees to pay KRG, as compensation for service to be rendered by KRG hereunder, an aggregate fee equal to $500,000 per year (the "Base Fee").

        3.     The second sentence of Section 3(a) of the Agreement shall be deleted in its entirety.

        4.     Hereafter, notices to the Company as set forth Section 8 of the Agreement shall be sent to the following:

Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, PA 19426
Attn: A. D. Freed

        5.     KRG hereby acknowledges the restrictions on the Company's ability to pay the fees provided for under the Agreement, as amended hereby, contained in the definition of "Restricted Payment" and Section 10.9 of the Credit Agreement dated as of May 31, 2000 by and among the Company the Lenders party thereto, Bank of America, N. A., as agent for the Lenders, Fleet National Bank, as Syndication Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch.

        6.     Other than the amendments and modifications specifically contained herein, the Agreement remains in full force and effect.

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

        IN WITNESS WHEREOF, KRG, Holdings, Rivo and Star Guide have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.

KRG CAPITAL PARTNERS, LLC
By:	/s/  BRUCE L. ROGERS
	Name:	Bruce L. Rogers
	Title:	Managing Director
MDMI HOLDINGS, INC.
By:	/s/  STEVEN D. NEUMANN
	Name:	Steven D. Neumann
	Title:	Vice President
MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  STEVEN D. NEUMANN
	Name:	Steven D. Neumann
	Title:	Vice President
G&D, INC.
By:	/s/  ERIC POLLOCK
	Name:	Eric Pollock
	Title:	President

THIRD AMENDMENT TO
MANAGEMENT AGREEMENT

        This THIRD AMENDMENT TO MANAGEMENT AGREEMENT, (this "Third Amendment"), dated as of June 30, 2004, is entered into by and among KRG Capital Partners, LLC, a Delaware limited liability company ("KRG"), UTI Corporation, a Maryland corporation ("UTI" or the "Company") and successor in interest to MDMI Holdings, Inc., a Colorado corporation, and Medical Device Manufacturing, Inc., a Colorado corporation and wholly-owned subsidiary of UTI ("MDMI").

RECITALS

        A. UTI (formerly known as Medical Device Manufacturing, Inc.), KRG, and G&D, Inc. d/b/a Star Guide Corporation, a Colorado corporation ("Star Guide"), were parties to that certain Management Agreement dated July 6, 1999 ("Management Agreement"). Pursuant to the First Amendment To Management Agreement, dated May 31, 2000 ("First Amendment"), MDMI Holdings, Inc., became a party to the Management Agreement and Star Guide's obligations were assigned to MDMI. Pursuant to the Second Amendment to Management Agreement, dated Jaunuary 31, 2001 (the "Second Amendment"), certain amendments were made in connection with a pending initial public offering of the Company's stock, which was subsequently terminated. The Management Agreement dated July 6, 1999, taken together with the First Amendment and the Second Amendment, are referred to herein as the "Agreement."

        B. MDMI, UTI and KRG wish to amend the Agreement so as to terminate and repeal all provisions of the Second Amendment, to extend the term of the Agreement, to provide for the reimbursement of certain out-of-pocket expenses incurred by KRG in connection with its services, and to terminate all rights and obligations of MDMI under the Agreement.

        C. Unless otherwise amended herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

AGREEMENT

        NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto amend the Agreement as follows:

        1.     All amendments made to the Agreement pursuant to the terms and conditions of the Second Amendment are hereby terminated and repealed in their entirety and shall be given no effect.

        2.     The first sentence of Section 4 of the Agreement shall be amended in its entirety to read as follows:

        "The term of the Agreement shall be in effect for five (5) years from June 30, 2004."

        3.     The following shall be inserted as Section 3(d) of the Agreement:

        "(d) In addition to the compensation to be paid pursuant to Sections 3(a), (b), and (c) above, promptly upon request by KRG from time to time, the Company shall reimburse KRG for its out-of-pocket expenses incurred in connection with its services hereunder, including, without limitation, the fees and disbursements of its legal counsel, if any, and of any other advisor retained by KRG, resulting from or arising out of this engagement."

        4.     MDMI's rights and obligations under this Agreement are hereby terminated as of the date hereof and are of no further force or effect. From the date hereof, all references to "Company" in the Agreement shall be deemed to refer only to UTI.

        5.     Other than the amendments and modifications specifically contained herein, the Agreement remains unmodified and in full force and effect.

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

        IN WITNESS WHEREOF, KRG, UTI and MDMI have caused this Third Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.

KRG CAPITAL PARTNERS, LLC
By:	/s/  BRUCE L. ROGERS
	Name:	Bruce L. Rogers
	Title:	Managing Director
UTI CORPORATION
By:	/s/  RON SPARKS
	Name:	Ron Sparks
	Title:	President & CEO
MEDICAL DEVICE MANUFACTURING, INC.
By:	/s/  RON SPARKS
	Name:	Ron Sparks
	Title:	President & CEO

[SIGNATURE PAGE TO THIRD AMENDMENT TO MANAGEMENT AGREEMENT]

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Exhibit 10.9

MANAGEMENT AGREEMENT
BACKGROUND
TERMS
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
RECITALS
AGREEMENT
SIGNATURES
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
RECITALS
AGREEMENT
SIGNATURES

EX-10.10

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Exhibit 10.10

DLJ Merchant Banking III, Inc.
Eleven Madison Avenue
New York, NY 10010

June 30, 2004

PRIVATE AND CONFIDENTIAL

UTI Corporation
200 West 7th Avenue
Collegeville, PA 19426-0992
Attention: Ron Sparks, President & CEO

Gentlemen:

        This letter agreement (this "Agreement") confirms our understanding that UTI Corporation, a Maryland corporation (the "Company" or "you"), have engaged DLJ Merchant Banking III, Inc. and its affiliates, successors and assigns, as appropriate ("DLJMB" or "we"), to act as its financial advisor, and DLJMB has accepted such engagement, with respect to the matters described in Section 1 below.

1.

Appointment

        The Company hereby appoints DLJMB as a financial advisor with respect to the following services to the extent appropriate and requested by you: (i) assisting you in analyzing the Company's operations and its historical performance; (ii) assisting you in analyzing the Company's future prospects; (iii) assisting you with respect to the acquisition (the "Acquisition") of MedSource Technologies, Inc., a Delaware corporation, and future proposals for tender offers, acquisitions, sales, mergers, financings, exchange offers, recapitalizations, restructurings or other similar transactions and (iv) assisting you in preparing a strategic plan for the Company.

2.

Term and Termination

        (a)   The term of this Agreement shall commence upon the execution of this Agreement and continue for a period of five (5) years (the "Engagement Period"). The Engagement Period will automatically renew for successive one (1) year terms, unless either party delivers to the other party a written termination notice at least thirty (30) business days prior to any scheduled renewal date.

        (b)   This Agreement may be terminated by DLJMB at any time upon written notice to the Company. Upon any termination or expiration of this Agreement, DLJMB will be entitled to prompt payment of all fees earned or owed but unpaid as of the date of such termination, including, but not limited to (i) the Acquisition Fee (as hereinafter defined), (ii) the Annual Fee (as hereinafter defined), (iii) if applicable, the Subsequent Transaction Fee (as hereinafter defined), (iv) if applicable, the Sale Fee (as hereinafter defined) and (v) reimbursement of all out-of-pocket expenses as described below. No termination of DLJMB's engagement hereunder shall affect (i) the Company's obligations under Annex A hereto or (ii) the provisions of Sections 3, 4, 5, 6 or 7 of this Agreement.

        (c)   In the event of (i) a Sale (as hereinafter defined) of the Company or (ii) an initial public offering of shares of the capital stock of the Company (either event, a "Triggering Event"), this Agreement will be automatically renewed, without further action by either party, for an additional five (5) year term unless the board of directors of the Company (the "Board"), not later than sixty (60) days after the closing of such Triggering Event, gives DLJMB written notice of its desire not to renew this Agreement for such term (a "Board Termination"). Upon a Board Termination, the Company shall pay DLJMB an accelerated cash payment amount equal to the Annual Fee (as then in effect) for a period of time that is the longer of (i) two and one-half (2¹/2) years, or (ii) the remainder of the term of this Agreement. As used herein, the term "Sale" will mean, with respect to the Company, any transaction or series of related transactions (i) the result of which is that any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than DLJMB or

its affiliates, KRG/CMS L.P. ("KRG/CMS"), KRG Capital Partners, L.L.C., any institutions, individuals or entities that, upon invitation or by contractual right, co-invest in the Company with KRG/CMS or KRG (together with KRG/CMS and KRG, the "KRG Investing Parties"), or affiliates of the KRG Investing Parties, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of more than 50% of the issued and outstanding voting stock (which shall include any security, right, option, warrant or agreement convertible into or exerciseable to obtain any common shares or capital stock) of the Company, (ii) that results in the sale of all or substantially all of the Company's assets or (iii) that results in the consolidation or merger of the Company with or into another corporation or corporations or other entity in which the Company is not the survivor.

        (d)   No termination of this Agreement will affect the Company's obligations with respect to earned and accrued fees, costs and expenses incurred by DLJMB and not paid or reimbursed by the Company as of the effective date of termination.

3.    Fees and Expenses As compensation to DLJMB for the services to be provided hereunder, the Company agrees to pay DLJMB as follows:

        (a)   In connection with the Acquisition, a one-time cash fee of $1,797,000 payable at the closing of the Acquisition (the "Acquisition Fee").

        (b)   In connection with the services contemplated by clause (iii) of Section 1, an annual financial advisory retainer of $400,000 (the "Annual Fee"), payable in twelve (12) equal monthly installments prior to the fifth day of each calendar month beginning on the date hereof and continuing through the date of termination or expiration of this Agreement (if payable upon termination or expiration of this Agreement, such final installment to be paid on the effective date of such termination or expiration and prorated for any final period consisting of less than thirty (30) days).

        (c)   In connection with the consummation of any acquisition of a medical supply manufacturing business or any other acquisition in furtherance of the Company's business strategy, which transaction closes after the date hereof (a "Subsequent Transaction"), the Company shall pay to DLJMB, at the closing of any such Subsequent Transaction, a cash fee equal to the greater of (i) $75,000 and (ii) one percent (1%) of the Transaction Value of such Subsequent Transaction (the "Subsequent Transaction Fee"). As used herein, the term "Transaction Value" means the aggregate of all cash and non-cash consideration paid to the sellers of the company or business being acquired and the value of all interest-bearing debt assumed by the Company. Any non-cash consideration will be valued at fair market value, and the value of any equity securities issued will be fair market value on the date of issuance, assuming such equity securities are fully vested on such date.

        (d)   In the event of a Sale, the Company shall pay to DLJMB, at the closing of any such Sale, a cash fee equal to: (i) one percent (1%) of the Transaction Value of such Sale, if the Company does not retain an investment banking firm to act on its behalf in connection with the transaction and (ii) one-half of one percent (.5%) of the Transaction Value if the Company does retain an investment banking firm, provided that in no event shall such fee exceed $750,000 unless approved in advance by the Board (the "Sale Fee").

        (e)   In addition to the compensation to be paid pursuant to Sections 3(a), (b), (c) and (d) above, promptly upon request by DLJMB from time to time, the Company shall reimburse DLJMB for its out-of-pocket expenses incurred in connection with its services hereunder, including, without limitation, the fees and disbursements of its legal counsel, if any, and of any other advisor retained by DLJMB, resulting from or arising out of this engagement.

        4.    Information.    The Company shall furnish and make available to DLJMB all financial and other information concerning the Company as DLJMB deems reasonably appropriate in connection with the performance of the services contemplated by this engagement and, in connection therewith, will provide DLJMB with reasonable access to the Company's officers, directors, employees, agents,

2

accountants, counsel and other representatives; provided such access does not interfere with ongoing operations of the Company. The Company acknowledges and confirms that DLJMB (i) will rely solely on such information and information that is available from public sources in the performance of the services contemplated by this engagement without assuming any responsibility for independent investigation or verification thereof, (ii) assumes no responsibility for the accuracy or completeness of such information or any other information regarding the Company and (iii) will not make any appraisal of any assets of the Company.

        5.    Indemnification As DLJMB will be acting on behalf of the Company in connection with its engagement hereunder and as further consideration for DLJMB's services hereunder, the Company and DLJMB agree to the indemnity provisions and other matters set forth in Annex A hereto, which Annex A is incorporated herein by reference and is an integral part hereof. The terms and provisions of Annex A shall survive any termination or expiration of this Agreement.

        6.    Confidentiality.    Except as may be required by law, no advice rendered by DLJMB, whether formal or informal, may be disclosed, in whole or in part, to any third party (other than the Company's agents or representatives) or summarized, excerpted from or otherwise referred to without DLJMB's prior written consent. To the extent consistent with legal requirements, all information given to one party of this Agreement (the "Recipient Party") by the other party (the "Providing Party"), including, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of any confidentiality agreement, will be held by the Recipient Party in confidence and will not, without the Providing Party's prior approval, be disclosed to anyone other than the Recipient's agents and advisors who require such information to perform services for the Providing Party as contemplated by this Agreement (and who agree to use such information only in connection with such services) or used by such person for any purpose other than those contemplated by this Agreement. Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this Section 6. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transactions contemplated by this Agreement, shall not apply to the tax structure or tax treatment of the services to be provided hereunder, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure.

        7.    Miscellaneous

        (a)   This Agreement and Annex A hereto contain the entire understanding of the parties with respect to the subject matter hereof and supersede and take precedence over all prior agreements or understandings, whether oral or written, between DLJMB and the Company.

        (b)   The Company has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary action on the part of the Company and has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

        (c)   In connection with this engagement, DLJMB is acting as an independent contractor and not in any other capacity, with duties owing solely to the Company.

        (d)   This Agreement and all provisions contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (other than with respect to the rights and obligations of DLJMB, which may be assigned to any one or more

3

of its principals or affiliates) by any of the parties without the prior written consent of the other parties.

        (e)   This Agreement may not be amended except by an instrument in writing signed by each party hereto; provided however, that in the event of any amendment to, or an adjustment to any amount payable under, the Management Agreement dated July 6, 1999 and amended as of May 31, 2000, by and among KRG Capital Partners, L.L.C. and the Company, an amendment or proportionate adjustment, as the case may be, shall be made hereunder, including without limitation, to the amount payable to DLJMB with respect to any Annual Fee, Subsequent Transaction Fee or Sale Fee. The party entitled to the benefit of a provision hereof may waive compliance with such provision only in a written instrument signed by such party.

        (f)    The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding the conflicts of law rules). All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in the City of New York, to whose jurisdiction the Company hereby irrevocably submits. The Company hereby irrevocably waives any defense or objection to the New York forum designated above. Each of DLJMB and the Company, to the extent permitted by law, on behalf of its respective equity holders and creditors, hereby knowingly, voluntarily and irrevocably waives all right to trial by jury in any action, suit, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of DLJMB pursuant to, or the performance by DLJMB of the services contemplated by, this Agreement.

        (g)   The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns, and to the Indemnified Persons (as defined in Annex A attached hereto) hereunder and their respective successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns.

        (h)   Please note that DLJMB, together with its affiliates, is a full service securities firm with affiliates engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. In the ordinary course of our trading and brokerage activities, DLJMB or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its or their accounts or for the accounts of customers, in debt or equity securities of the Company or other entities involved in any transaction. Nothing herein shall, in itself, prevent DLJMB or its affiliates from engaging in future transactions involving companies in a similar industry to the Company, provided the Company's confidential information is not used in connection with such engagement.

        (i)    The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement or Annex A hereto, which shall remain in full force and effect.

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We are delighted to accept this engagement and look forward to working with you pursuant to the terms of this Agreement. If this Agreement correctly sets forth your understanding of the agreement between DLJMB and the Company with respect to this engagement, please sign and return to us the enclosed copy of this Agreement. This Agreement signed by you shall constitute a binding agreement between us as of the date first above written.

Very truly yours,
DLJ MERCHANT BANKING III, INC.
By:	/s/  DANIEL PULVER Name: Daniel Pulver Title: Director

ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:

UTI CORPORATION

By: /s/  RON SPARKS Name: Ron Sparks
Title: President & CEO

5

ANNEX A

This Annex A is a part of and is incorporated into that certain letter agreement (together, the "Agreement") dated June 30, 2004, by and between UTI Corporation, a Maryland corporation (hereinafter referred to as the "Company") and DLJ Merchant Banking III, Inc. ("DLJMB").

In further consideration of the engagement by the Company of DLJMB to act in the capacities set forth in the Agreement, in the event that DLJMB or any of its affiliates, the respective directors, officers, partners, agents or employees of DLJMB or any of its affiliates, or any other person controlling DLJMB or any of its affiliates (collectively, "Indemnified Persons") becomes involved in any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including stockholders of the Company, in connection with or as a result of the engagement or any matter referred to in the engagement, the Company will reimburse such Indemnified Person for its reasonable and customary legal and other expenses (including, without limitation, the costs and expenses incurred in connection with investigating, preparing for and responding to third party subpoenas or enforcing this agreement or any related engagement agreement) incurred in connection therewith as such expenses are incurred. The Company will also indemnify and hold harmless any Indemnified Person from and against, and the Company agrees that no Indemnified Person shall have any liability to the Company or its owners, parents, affiliates, security holders or creditors for, any losses, claims, damages or liabilities (including actions or proceedings in respect thereof) (collectively, "Losses") related to or arising out of the engagement or DLJMB's performance thereof, except that this provision shall not apply to any Losses that are finally determined by a court or arbitral tribunal to have resulted primarily from the bad faith or gross negligence of DLJMB.

If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless, the Company agrees to contribute to the Losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and by DLJMB, on the other hand, with respect to the engagement or, if such allocation is determined by a court or arbitral tribunal to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of the Company, on the one hand, and of DLJMB, on the other hand; provided, however, that, to the extent permitted by applicable law, the Indemnified Persons shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received by DLJMB from the Company in connection with the engagement. Relative benefits to the Company, on the one hand, and to DLJMB, on the other hand, with respect to the engagement shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company in connection with the transactions contemplated by this Agreement, whether or not consummated, bears to (ii) all fees actually received by DLJMB in connection with the engagement. Relative fault shall be determined, in the case of Losses arising out of or based on any untrue statement or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact, by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company to DLJMB and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Upon receipt by an Indemnified Person of actual notice of any pending or threatened action claim, suit, investigation or proceeding (an "Action") against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure to so notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. The Company shall, if requested by DLJMB, assume the defense of any such Action including the employment of counsel reasonably satisfactory to DLJMB. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of such Indemnified Person, unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Company; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Company will not, without DLJMB's prior written consent, settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any Action in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party therein) unless the Company has given DLJMB reasonable prior written notice thereof and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from any liabilities arising out of such Action. The Company will not permit any such settlement, compromise, consent or termination to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified Person, without such Indemnified Person's prior written consent. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the Company's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action referred to herein.

Prior to entering into any agreement or arrangement with respect to, or effecting, any merger, statutory exchange or other business combination or proposed sale or exchange, dividend or other distribution or liquidation of all or a significant portion of its assets in one or a series of transactions or any significant recapitalization or reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the obligations of the Company set forth herein, the Company will promptly notify DLJMB in writing thereof and, if requested by DLJMB, shall arrange in connection therewith alternative means of providing for the obligations of the Company set forth herein, including the assumption of such obligations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and on terms and conditions satisfactory to DLJMB.

The Company's obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. The Company acknowledges that in connection with the engagement DLJMB is acting as an independent contractor and not in any other capacity with duties owing solely to the Company. This agreement and any other agreements relating to the engagement shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and to be performed therein and, in connection therewith, the parties hereto consent to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County or the United States District Court for the Southern District of New York and the respective appellate courts thereof. Notwithstanding the foregoing, solely for the purpose of enforcing the Company's obligations hereunder, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim subject to this Agreement is brought by or against any Indemnified Person. DLJMB HEREBY AGREES, AND THE COMPANY HEREBY AGREES ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF THE ENGAGEMENT, DLJMB'S PERFORMANCE THEREOF OR THIS AGREEMENT.

The provisions of this Agreement shall apply to the services provided to the Company by DLJMB (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect regardless of the completion or termination of the engagement. If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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Exhibit 10.10

DLJ Merchant Banking III, Inc. Eleven Madison Avenue New York, NY 10010 June 30, 2004

EX-10.20

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Exhibit 10.20

[UTI LETTER HEAD]

July 19, 2004

Tom Lemker
29 Saddlebrook Lane
Phoenixville PA 19460

Dear Tom,

        Welcome to the opportunity to help shape the future of UTI. I am sure that the learning and the knowledge base you build during this assignment will provide a personal and professional growth experience that will lead to even more exciting opportunities for you in the future.

        This letter is to confirm your Integration Team role at UTI and to confirm the recent discussions regarding your career and/or compensation.

•

Project Team Role: You will be assuming a part time role as a Finance functional representative on the Integration Project Team



•

Base Salary: Your current base salary of $135,000.00 will not be affected by your participation in the Integration Team. Your salary will continue to be reviewed consistent with current practices.



•

Integration Team Bonus Participation: You will participate in the Integration Team Bonus Program with an award potential of $17,500 for each six (6) month performance period.



•

Annual Bonus Participation: You will continue to be eligible to participate in our Corporate, Division or site bonus program and any award under this program will be in addition to your Integration Team award.



•

Equity Grant: You will be recommended to the UTI Corporation Board of Directors to receive a grant of 5,000 stock options, with a grant price of $8.18 per share. Any options granted will be in accordance with the terms of the Stock Option Plan.



•

Project Commitment: It is understood that this project role may last from 12 to 24 months and may require extensive travel and erratic time demands.



•

Effective Date: The effective date of the Integration Project Team bonus and stock options (upon approval of the Board) will be July 1, 2004, provided you have signed both this letter and the attached confidentiality agreement.



•

Location: You will remain located at your current facility.



•

Benefits: So long as you remain at your current facility, you will continue to participate in the benefit plans and programs, of that facility, such as they are today or as they may be changed from time to time.

        Once again, congratulations on this opportunity and I look forward to working with you to shape the future of UTI. Please return your signed copy of this letter and the attached confidentiality agreement directly to Brian Young.

Sincerely,

	/s/  THOMAS F. LEMKER Accepted
/s/ Brian Splan Brian Splan Integration Project Leader

Copy: Ron Sparks, Brian Young

INTEGRATION TEAM INCENTIVE PLAN

AWARDS—ANNUAL BASIS

33% - - Individual team's performance to Goal 90/Goal 10-05

33% - - Key project plan implementation dates for individual team (60% weight)

•

Quality of Implementation (40% weight)

33% - - Total Integration Team Performance to Goal 90/Goal 10-05

PAYMENT:    Awards will be determined at six month intervals with a prorated payment made within 30 days of the end of the six month period.

NOTE:    Awards are in addition to any other incentive/profit sharing plans employee participates in currently.

ELIGIBILITY:    Member (part or full-time) of the Integration Team.

•

Employee must be on the payroll and on the Integration Team for the full six month interval.

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Exhibit 10.20

INTEGRATION TEAM INCENTIVE PLAN AWARDS—ANNUAL BASIS

EX-12.1

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Exhibit 12.1

Medical Device Manufacturing, Inc.
Ratio of Earnings to Fixed Charges
(in thousands)

		Period from Inception (July 2, 1999) to December 31, 1999
				Twelve Months Ended December 31,												Six Months ended June 30, 2004
				2000			2001			2002			2003
Pre-tax income (loss)		$	466	$	(16,282	)	$	(8,502	)	$	(32,557	)	$	(932	)	$	(992	)
	Interest expense		804		11,363			17,802			16,923			16,587			12,012
	Amortization of capitalized interest		—		—			—			—			—			—
	Distributed income of equity investees		—		—			—			—			—			—
Earnings			1,270		(4,919	)		9,300			(15,634	)		15,655			11,020
Fixed charges		$	804	$	11,363		$	17,802		$	16,923		$	16,587		$	12,012
	Ratio of earnings to fixed charges		1.6x		—			—			—			—			—
	Deficency of earnings to fixed charges	$	—	$	16,282		$	8,502		$	32,557		$	932		$	992

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Medical Device Manufacturing, Inc. Ratio of Earnings to Fixed Charges (in thousands)

EX-21.1

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Exhibit 21.1

List of Subsidiaries

Subsidiary	State of Incorporation
G&D, Inc. d/b/a Star Guide Corporation	Colorado
Noble-Met, Ltd.	Virginia
UTI Corporation	Pennsylvania
Spectrum Manufacturing, Inc.	Nevada
American Technical Molding, Inc.	California
UTI Holding Company	Delaware
Micro-Guide, Inc.	California
Venusa, Ltd.	New York
MedSource Technologies, Inc.	Delaware
MedSource Technologies, LLC	Delaware
Brimfield Acquisition Corp.	Delaware
Brimfield Precision, LLC	Delaware
Kelco Acquisition, LLC	Delaware
Hayden Precision Industries, LLC	Delaware
National Wire & Stamping, Inc.	Colorado
Portlyn, LLC	Delaware
Texcel, Inc.	Massachusetts
The Microspring Company, LLC	Delaware
Tenax, LLC	Delaware
Thermat Acquisition Corp.	Delaware
MedSource Technologies Newton, Inc.	Delaware
MedSource Technologies Pittsburgh, Inc.	Delaware
MedSource Trenton, Inc.	Delaware
Cycam, Inc.	Pennsylvania
ELX, Inc.	Pennsylvania
Star Guide Limited, d/b/a Star Guide-Europe	Ireland
Venusa de Mexico, S.A. de C.V.	Mexico
Medis S.A. de C.V.	Mexico
UTI SFM Feinmechanik GmbH	Germany

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List of Subsidiaries

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Registration Statement on Form S-4 of our report dated February 17, 2004, except Notes 17 and 18 for which the date is August 25, 2004, relating to the financial statements of Medical Device Manufacturing, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Philadelphia, PA
August 27, 2004

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" and to the use of our reports dated July 28, 2003, with respect to the consolidated financial statements and schedules of MedSource Technologies, Inc. and subsidiaries included in the Registration Statement (Form S-4) and related Prospectus of Medical Device Manufacturing, Inc. for the registration of $175,000,000 of 10% Senior Subordinated Notes due 2012.

/s/ Ernst & Young LLP

August 24, 2004
Minneapolis, Minnesota

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Consent of Independent Registered Public Accounting Firm

EX-25.1

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)

Medical Device Manufacturing, Inc.
(Issuer with respect to the Securities)

Colorado	91-2054669
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 West 7th Avenue Collegeville, PA	19426-0992
(Address of Principal Executive Offices)	(Zip Code)

10% Senior Subordinated Notes Due 2012
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.

A copy of the Articles of Association of the Trustee.*



2.

A copy of the certificate of authority of the Trustee to commence business.*



3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*



4.

A copy of the existing bylaws of the Trustee.*



5.

A copy of each Indenture referred to in Item 4. Not applicable.



6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.



7.

Report of Condition of the Trustee as of March 31, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*

Incorporated by reference to Registration Number 333-67188.

2

NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 11th of August, 2004.

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/  RICHARD PROKOSCH Richard Prokosch Vice President
By:	/s/  BENJAMIN J. KRUEGER Benjamin J. Krueger Assistant Vice President

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 11, 2004

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/  RICHARD PROKOSCH Richard Prokosch Vice President
By:	/s/  BENJAMIN J. KRUEGER Benjamin J. Krueger Assistant Vice President

4

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2004
($000's)

			3/31/2004
Assets
	Cash and Due From Depository Institutions		$	7,180,778
	Federal Reserve Stock			0
	Securities			45,038,794
	Federal Funds			2,593,702
	Loans & Lease Financing Receivables			116,474,594
	Fixed Assets			1,789,213
	Intangible Assets			10,532,022
	Other Assets			7,996,466
		Total Assets	$	191,605,569
Liabilities
	Deposits		$	126,605,087
	Fed Funds			5,698,785
	Treasury Demand Notes			3,981,328
	Trading Liabilities			252,912
	Other Borrowed Money			23,295,560
	Acceptances			148,067
	Subordinated Notes and Debentures			5,807,310
	Other Liabilities			5,587,914
	Total Liabilities		$	171,376,963
Equity
	Minority Interest in Subsidiaries		$	1,005,645
	Common and Preferred Stock			18,200
	Surplus			11,677,397
	Undivided Profits			7,527,364
		Total Equity Capital	$	20,228,606
Total Liabilities and Equity Capital			$	191,605,569

        To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/  RICHARD PROKOSCH Vice President

Date: August 11, 2004

5

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FORM T-1

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

Offer To Exchange $175,000,000 Series B 10% Senior Subordinated Notes Due 2012
That Have Been Registered Under The Securities Act of 1933
For Any And All Outstanding
$175,000,000 Series A 10% Senior Subordinated Notes Due 2012

of

Medical Device Manufacturing, Inc.

Pursuant To The Prospectus Dated                        , 2004

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT             .M., NEW YORK CITY TIME, ON                        , 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Registered or Certified Mail, Hand Delivery or Overnight Courier:	By Facsimile: (Eligible Institutions Only)
U.S. Bank National Association 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance Group—4th Floor Reference: Medical Device Manufacturing, Inc.	U.S. Bank National Association (651) 244-1537 Attention: Specialized Finance Group—4th Floor Reference: Medical Device Manufacturing, Inc. Confirm by telephone: (800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The undersigned acknowledges that he or she has received and reviewed the prospectus dated                        , 2004 (the "Prospectus"), of Medical Device Manufacturing, Inc., a Colorado corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its $175,000,000 Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for each $1,000 principal amount of its outstanding $175,000,000 Series A 10% Senior Subordinated Notes due 2012 (the "Old Notes"). Recipients of the Prospectus should read the requirements described in the Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        This Letter of Transmittal is to be completed by holders of Old Notes either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by U.S. Bank National Association (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer—Book-Entry Transfer" in the Prospectus.

        Holders of Old Notes whose certificates (the "Certificates") for such Old Notes are not immediately available or who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        List below the Old Notes of which you are a holder. If the space provided below is inadequate, list the certificate numbers and principal amount on a separate signed schedule and attach that schedule to this Letter of Transmittal. See Instruction 3.

ALL TENDERING HOLDERS COMPLETE THIS BOX:

Description of Old Notes Tendered

		Old Notes Tendered
Name(s) and Address(es) for Registered Holder(s) (Fill in, if blank)		Certificate Number(s) (Attach additional list if necessary)*	Principal Amount (Attach additional list if necessary)	Principal Amount Tendered (if less than all)**
	Total Amount Tendered:
*	Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the requested information.
**	Need not be completed if tendering for exchange all Old Notes held. Old Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.

2

(Boxes Below To Be Checked By Eligible Institutions Only. See Instruction 1)

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        DTC Account Number(s):

        Transaction Code Number(s):

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s):

        Window Ticket Number(s) (if any):

        Date of Notice of Guaranteed Delivery:

        Institution Which Guaranteed Delivery:

        If Guaranteed Delivery is to be made by book-entry transfer:

        Name of Tendering Institution:

        DTC Account Number(s):

        Transaction Code Number(s):

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

        Telephone Number and Contact Person:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

3

Ladies and Gentlemen:

        The undersigned hereby tenders to Medical Device Manufacturing, Inc. (the "Company") the above described principal amount of the Company's $175,000,000 Series A 10% Senior Subordinated Notes due 2012, originally issued June 30, 2004 (the "Old Notes"), in exchange for a like principal amount of the Company's $175,000,000 Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), upon the terms and subject to the conditions set forth in the prospectus dated                        , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer").

        Subject to and effective upon the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer and as trustee (the "Trustee") under the Indenture dated as of June 30, 2004 (the "Indenture") for the Old Notes and the Exchange Notes) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to: (i) deliver such Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued in exchange for such Old Notes; (ii) present Certificates for such Old Notes for transfer, and to transfer such Old Notes on the account books maintained by DTC; and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange and transfer the Old Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Old Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange and transfer of the Old Notes tendered hereby. The undersigned has read and agrees to all of the terms of the Exchange Offer.

        The name(s) and addresses of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder promptly following the expiration or termination of the Exchange Offer.

        The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering" in the Prospectus and in the instructions herein will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set

4

forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

        Unless otherwise indicated herein in the box entitled "Special Registration Instructions" below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver Exchange Notes to the undersigned at the address shown below the undersigned's signature.

        Unless the box under the heading "Special Registration Instructions" is checked, by tendering Old Notes and executing this Letter of Transmittal, the undersigned hereby represents and warrants that:

(i)

neither the undersigned nor any beneficial owner of the Old Notes (the "Beneficial Owner") is an "affiliate," as such term is defined under Rule 405 under the Securities Act, of the Company or any guarantor, or if the undersigned or Beneficial Owner is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, if applicable (upon request by the Company, the undersigned or Beneficial Owner will deliver to the Company a legal opinion confirming it is not such an affiliate);



(ii)

the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned and any Beneficial Owner;



(iii)

neither the undersigned nor any Beneficial Owner is engaging in or intends to engage in a distribution of such Exchange Notes;



(iv)

neither the undersigned nor any Beneficial Owner has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes;



(v)

if the undersigned or any Beneficial Owner is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations;



(vi)

if the undersigned or any Beneficial Owner is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and 102(k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985;



(vii)

the undersigned and each Beneficial Owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired as a result of market-making activities or other trading activities by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the "SEC") set forth in certain no-action letters; and



(viii)

the undersigned and each Beneficial Owner understands that a secondary resale transaction described in clause (vii) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Old Notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement

5

containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC.

        The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN (i)-(viii) ABOVE, elect to have its Old Notes registered in the shelf registration described in the Registration Rights Agreement dated as of June 30, 2004 among the Company and the initial purchasers of the Old Notes, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (the "Registration Rights Agreement"). Such election may be made by checking the box under "Special Registration Instructions" on the following page. By making such election, the undersigned agrees, jointly and severally, as a holder of transfer restricted securities participating in a shelf registration, to indemnify and hold harmless the Company, its agents, employees, directors and officers and each Person who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all losses, claims, damages and liabilities whatsoever (including, without limitation, the reasonable legal and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such Old Notes or the Prospectus or in any amendment thereof or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to the undersigned furnished to the Company in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer and Old Notes held for its own account were not acquired as a result of market-making or other trading activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.

        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus and in the instructions contained in this Letter of Transmittal, this tender is irrevocable.

6

SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 2, 5 and 6)

            To be completed ONLY if the Exchange Notes or any Old Notes that are not tendered are to be issued in the name of someone other than the registered holder(s) of the Old Notes whose name(s) appear(s) above.

Issue:

o Old Notes not tendered, to:

o Exchange Notes, to:

Name(s)

Address

Telephone Number:

(Tax Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions , 5 and 6)

            To be completed ONLY if the Exchange Notes or any Old Notes that are not tendered are to be sent to someone other than the registered holder(s) of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail:

o Old Notes not tendered, to:

o Exchange Notes, to:

Name(s)

Address

Telephone Number:

(Tax Identification or Social Security Number)

7

SIGNATURE

        Signature(s) must be guaranteed if required by Instructions 2 and 5. This Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith, including such opinions of counsel, certifications and other information as may be required by the Company or the Trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instructions 2 and 5.

X

X

Signature(s) or Registered Holder(s) or Authorized Signature

Dated:

(Please Type or Print) Names(s):

Title:

Address: (Including Zip Code)

Area Code and Telephone Number:

Guarantee of Signature(s)
(If required see Instructions 2 and 5)

Signature(s) Guaranteed by an Eligible Institution:		Date:
	Authorized Signature

Name of Eligible Institution Guaranteeing Signature:

Address:

Capacity (full title):

Telephone Number:

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INSTRUCTIONS
(Forming part of the terms and conditions of the Exchange Offer)

1.    Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.    This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfer" in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The term "book-entry confirmation" means a timely confirmation of book-entry transfer of Old Notes into the Exchange Agent's account at DTC. Old Notes may be tendered in whole or in part in integral multiples of $1,000 principal amount at maturity.

        Holders who wish to tender their Old Notes and: (i) whose Certificates for such Old Notes are not immediately available; (ii) who cannot deliver their Certificates, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth under "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, must be received by the Exchange Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided under "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery prior to the Expiration Date. As used herein and in the Prospectus, "Eligible Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," which is a member of one of the following recognized signature guarantee programs: (i) The Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange Medallion Signature Program; or (iii) the Stock Exchange Medallion Program.

THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.

9

        The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2.    Guarantee of Signatures.    No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder has completed either the box entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" above; or (ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3.    Inadequate Space.    If the space provided in the box captioned "Description of Old Notes Tendered" is inadequate, the Certificate number(s) or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule and attached to this Letter of Transmittal.

4.    Partial Tenders and Withdrawal Rights.    Tenders of Old Notes will be accepted only in integral multiples of $1,000 principal amount. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes that are to be tendered in the box entitled "Principal Amount Tendered (if less than all)." In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by the old Certificate(s) will be sent to the tendering holder, unless the appropriate boxes on this Letter of Transmittal are completed, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to the Expiration Date. In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at its address set forth above prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if Certificates for such Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate(s), if different from that of the person who tendered such Old Notes. If Certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, the notice of withdrawal must specify the serial numbers on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth under "The Exchange Offer—Book-Entry Transfer," in the Prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering."

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the Exchange Agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have been tendered but that are withdrawn will be returned to the holder thereof promptly after withdrawal.

5.    Signatures on Letter of Transmittal, Assignments and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s)

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must correspond exactly with the name(s) as written on the face of the Certificate(s) or on a security position listing, without alteration, enlargement or any change whatsoever.

        If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Old Notes are registered in different names on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are names in which Certificates are registered.

        If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company, in its sole discretion, of such persons' authority to so act.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed and transmitted hereby, the Certificate(s) must be endorsed or accompanied by appropriate bond power(s), signed exactly as the name(s) of the registered owner appear(s) on the Certificate(s), and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

6.    Special Registration and Delivery Instructions.    If Exchange Notes or Certificates for Old Notes not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC.

7.    Irregularities.    The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any and all tenders determined by it not to be in proper form or the acceptance for exchange of which may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" or any defect or irregularity in any tender of Old Notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither the Company, any affiliates of the Company, the Exchange Agent, or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

8.    Questions, Requests for Assistance and Additional Copies.    Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth above. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9.    Mutilated, Lost, Destroyed or Stolen Certificates.    If any Certificate representing Old Notes has been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent.

11

The holder will then be instructed as to the steps that must be taken in order to replace the Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen Certificates have been followed.

10.    Security Transfer Taxes.    Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

11.    Tax Identification Number and Backup Withholding.    Federal income tax law generally requires that a holder of Old Notes whose tendered Old Notes are accepted for exchange, or such holder's assignee (in either case, the "Payee"), provide the Exchange Agent (the "Payor") with such Payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a Payee who is an individual, is such Payee's social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such Payee may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding in an amount equal to 31% of the gross proceeds received pursuant to the Exchange Offer. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each Payee must provide such Payee's correct TIN by completing the "Substitute Form W-9" set forth herein, certifying that the TIN provided is correct (or that such Payee is awaiting a TIN) and that:

•

the Payee is exempt from backup withholding;



•

the Payee has not been notified by the Internal Revenue Service that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends; or



•

the Internal Revenue Service has notified the Payee that such Payee is no longer subject to backup withholding.

        If the Payee does not have a TIN, such Payee should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the Payee does not provide such Payee's TIN to the Payor within 60 days, backup withholding will begin and continue until such Payee furnishes such Payee's TIN to the Payor. Note: Writing "Applied For" on the form means that the Payee has already applied for a TIN or that such Payee intends to apply for one in the near future.

        If Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

        Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee must enter its correct TIN in Part 1 of the Substitute Form W-9, write "Exempt" in Part 2 of such form and sign and date the form. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8, "Certificate of Foreign Status," signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Payor.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

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PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION

Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer
Identification Number ("TIN") and Certification

Part 1—PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW. TIN (Social Security Number or
Employer Identification Number)

Part 2—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT" HERE (SEE INSTRUCTIONS)

Part 3—CERTIFICATION UNDER PENALTIES OF PERJURY. I CERTIFY THAT

        (1)   The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.

        THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITHHOLDING.

SIGNATURE DATE

You must cross out item (2) of Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administrative Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the Payor within 60 days, the Payor is required to withhold 28 percent of all cash payments made to me thereafter until I provide a number.

SIGNATURE DATE

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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LETTER OF TRANSMITTAL

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For Tender Of Any And All Of Its Outstanding
$175,000,000 Series A 10% Senior Subordinated Notes Due July 15, 2012 (the "Old Notes")

of

Medical Device Manufacturing, Inc.

        This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to tender Old Notes pursuant to the Exchange Offer described in the Prospectus dated            , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus") of Medical Device Manufacturing, Inc. (the "Company"), if certificates for the Old Notes are not immediately available, or time will not permit the Old Notes, the Letter of Transmittal and all other required documents to be delivered to U.S. Bank National Association (the "Exchange Agent") prior to                m., New York City time, on                        , 2004 or such later date and time to which the Exchange Offer may be extended (the "Expiration Date"), or the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent, and must be received by the Exchange Agent prior to the Expiration Date. See "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:	By Facsimile (Eligible Institutions Only):
U.S. Bank National Association 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance Group—4th Floor Reference: Medical Device Manufacturing, Inc.	U.S. BankNational Association (651) 244-1537 Attention: Specialized Finance Group—4th Floor Reference: Medical Device Manufacturing, Inc. Confirm by telephone: (800) 934-6802

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

Name(s) of Registered Holder(s):
	(Please Print or Type)

Signature(s):

Address(es):

Area Code(s) and Telephone Number(s):

Account Number:

Date:

Certificate No(s). (if available)

Principal
Amount of Old
Notes Tendered*

* Must be in integral multiples of $1,000 principal amount at maturity.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X
X
	Signature(s) or Owner(s) or Authorized Signatory Date

Area Code and Telephone Number:

        Must be signed by the holder(s) of the Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAMES AND ADDRESSES

Name(s):

Capacity:

Addresses:

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED

GUARANTEE OF DELIVERY (Not to be used for signature guarantee)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Old Notes being tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility of The Depository Trust Company ("DTC")) with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, all within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Name of Firm:

Authorized Signature

Name:
	Please Print or Type
Title:
Dated:

Address:

Zip Code:

Telephone No.:

Note: Do not send certificates for Old Notes with this form.

        The institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the certificates representing any Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at DTC) and the Letter of Transmittal to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

Medical Device Manufacturing, Inc.

Offer to Exchange $175,000,000 Series B 10% Senior Subordinated Notes Due 2012
That Have Been Registered Under the Securities Act of 1933
For Any and All Outstanding
$175,000,000 Series A 10% Senior Subordinated Notes Due 2012
Pursuant to the Prospectus Dated                        , 2004

TO:

BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES

        Medical Device Manufacturing, Inc. (the "Company") is offering to exchange (the "Exchange Offer"), upon and subject to the terms and conditions set forth in the enclosed Prospectus, dated                        , 2004 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), its $175,000,000 Series B 10% Senior Subordinated Notes Due 2012, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for any and all of its outstanding $175,000,000 Series A 10% Senior Subordinated Notes Due 2012 (the "Old Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated as of June 30, 2004 among the Company and the initial purchaers of the Old Notes, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC.

        In connection with the Exchange Offer, we are requesting that you contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names. The Company will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the Exchange Offer. The Company will, however, upon request, pay your estimated cash expenses to be incurred in connection with the Exchange Offer. Additionally, the Company will pay or cause to be paid all transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in the Prospectus and the Letter of Transmittal.

        For your information and for forwarding to your clients, we are enclosing the following documents:

1.

Prospectus dated                        , 2004;



2.

A Letter of Transmittal for your use and for the information of your clients;



3.

A form of Notice of Guaranteed Delivery; and



4.

A form of letter that may be sent by you to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer.

        YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT                .M., NEW YORK CITY TIME, ON                        , 2004 (THE "EXPIRATION DATE"), UNLESS EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.

        To participate in the Exchange Offer, a beneficial holder must either (i) cause to be delivered to U.S. Bank National Association (the "Exchange Agent"), at the address set forth in the Letter of Transmittal, definitive certificated notes representing Old Notes in proper form for transfer together with a duly executed and properly completed Letter of Transmittal, with any required signature guarantees and any other required documents or (ii) cause a DTC Participant to tender such holder's Old Notes to the Exchange Agent's account maintained at the Depository Trust Company ("DTC") for

the benefit of the Exchange Agent through DTC's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees to be bound by the terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms on behalf of itself and the beneficial owners of tendered Old Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the Letter of Transmittal to the Exchange Agent. You will need to contact those of your clients for whose account you hold definitive certificated notes or book-entry interests representing Old Notes and seek their instructions regarding the Exchange Offer.

        If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and the Letter of Transmittal.

        Any inquiries you have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Medical Device Manufacturing, Inc.

        NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

Medical Device Manufacturing, Inc.

Offer to Exchange
$175,000,000 Series B 10% Senior Subordinated Notes Due 2012
That Have Been Registered Under the Securities Act of 1933
For Any and All Outstanding
$175,000,000 Series A 10% Senior Subordinated Notes Due 2012

TO OUR CLIENTS:

        Enclosed for your consideration is a Prospectus, dated                        , 2004 (the "Prospectus"), and a form of Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Medical Device Manufacturing, Inc. (the "Company") to exchange its $175,000,000 Series B 10% Senior Subordinated Notes Due 2012, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for any and all of its outstanding $175,000,000 Series A 10% Senior Subordinated Notes Due 2012 (the "Old Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated as of June 30, 2004 among the Company the initial purchasers of the Old Notes, and Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC.

        This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at                .m., New York City time, on                        , 2004, unless extended by the Company (the "Expiration Date"). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus and the Letter of Transmittal, at any time prior to the Expiration Date.

        If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instructions form included with this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein, including the Prospectus and the accompanying form of Letter of Transmittal, relating to the Exchange Offer made by Medical Device Manufacturing, Inc. with respect to its Old Notes.

        This will instruct you as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The aggregate principal amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$                                        
of the Old Notes

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following Old Notes held by you for the account of the undersigned (insert aggregate principal amount at maturity of Old Notes to be tendered, in integral multiples of $1,000):

$                                        
of the Old Notes

o

NOT to tender any Old Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations, warranties and agreements contained in the Letter of Transmittal that are to be made with respect to the undersigned as beneficial owner.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number(s):

Date:

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all of the Old Notes held by us for your account.

QuickLinks

Exhibit 99.4

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

CORRESP

MEDICAL DEVICE MANUFACTURING, INC.
200 West 7^th Avenue
Collegeville, Pennsylvania 19426

August 27, 2004

DELIVERY VIA COURIER AND EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Division of Corporation Finance

Re:

MEDICAL DEVICE MANUFACTURING, INC. (THE "COMPANY") REGISTRATION STATEMENT ON FORM S-4

Dear Sir or Madam:

        The above-captioned Registration Statement registers an exchange offer (the "Exchange Offer") pursuant to which $175,000,000 principal amount of the Company's Series B 10% Senior Subordinated Notes due 2012 (the "Exchange Notes") will be offered in exchange for $175,000,000 principal amount of the Company's outstanding Series A 10% Senior Subordinated Notes due 2012 (the "Outstanding Notes"). As disclosed in the Registration Statement, the Company is registering the Exchange Offer in reliance on an interpretation by the staff of the Securities and Exchange Commission set forth in no-action letters to third parties with respect to the ability of holders of the Exchange Notes received in the Exchange Offer to resell such Exchange Notes without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, as amended (the "Securities Act"). Such no-action letters include "Exxon Capital Holdings Corporation" (available April 13, 1988), "Morgan Stanley & Co. Incorporated" (available June 5, 1991) and "Shearman & Sterling" (available July 2, 1993). Consistent with the requirements of such letters, the Company hereby supplementally represents to the staff as follows:

        The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and to the best of the Company's information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person has any such arrangement or understanding with respect to the distribution of the Exchange Notes to be received in the Exchange Offer, such person (i) could not rely on the staff position enunciated in the no-action letters referred to above or interpretive letters to a similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction by a person participating in the Exchange Offer pursuant to any such arrangement or understanding for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

        The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that (i) any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) such prospectus may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions (which plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes

held by the broker-dealer). The Company will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. The letter of transmittal also will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Respectfully submitted,
Medical Device Manufacturing, Inc.
By:	/s/  STEWART A. FISHER Chief Financial Officer