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EXHIBIT 10.35.1
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
▇. ▇▇▇▇, KRG, Star Guide are parties to that certain Management
Agreement dated July 6, 1999 (the "Agreement").
▇. ▇▇▇▇, 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 from 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 services
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.
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4. Hereafter, notices to the Company as set forth Section 8 of the
Agreement shall be sent to the following:
Medical Device Manufacturing, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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]
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
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MDMI HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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MEDICAL DEVICE MANUFACTURING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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G&D, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: President
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