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EXHIBIT 10.1.1
JOINDER TO
SECOND AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT OF
MDMI HOLDINGS, INC.
By execution of this Joinder the undersigned hereby agrees to be bound
by all of the provisions of the Second Amended and Restated Registration Rights
Agreement of MDMI Holdings, Inc., a copy of which is attached hereto.
IN WITNESS WHEREOF, this Joinder has been duly executed effective as of
[SEE ITEM 1 ANNEX A]
[SEE ITEM 2 ANNEX A]
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ANNEX A
[JOINDER TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
The foregoing form of Joinder was entered into by twenty Shareholders.
The information omitted from the foregoing form of Joinder with respect to such
Shareholders, which are designated below as parties A through T, respectively,
is set forth below:
ITEM 1
Party A: May 31, 2000
Party B: May 31, 2000
Party C: June 1, 2000
Party D: May 31, 2000
Party E: May 31, 2000
Party F: May 31, 2000
Party G: May 31, 2000
Party H: May 31, 2000
Party I: May 31, 2000
Party J: May 31, 2000
Party K: May 31, 2000
Party L: May 31, 2000
Party M: May 31, 2000
Party N: May 31, 2000
Party O: May 31, 2000
Party P: May 31, 2000
Party Q: May 31, 2000
Party R: May 31, 2000
Party S: May 31, 2000
Party T: May 31, 2000
ITEM 2
Party A: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Party B: By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Party C: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Party D: DLJ ESC II, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION, as general partner
By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
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Party E: DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC., as managing general
partner
By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
Party F: DLJ INVESTMENT PARTNERS II, L.P.
By: DLJ INVESTMENT PARTNERS II, INC., as managing general
partner
By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
Party G: DLJ INVESTMENT FUNDING II, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
Party H: AIG PRIVATE EQUITY (BERMUDA) LTD.
By: /s/ ▇.▇. ▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
Party I: BIRMINGHAM FIRE INSURANCE COMPANY OF PENNSYLVANIA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Party J: RELIASTAR FINANCIAL CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Party K: DB CAPITAL INVESTORS, LP
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Party L: THE PHOENIX INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Investment Officer
Party M: THE TRAVELERS INDEMNITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Investment Officer
Party N: CMS DIVERSIFIED PARTNERS, L.P., a Delaware limited partnership
By: CMS/DP Associates, L.P., a Delaware limited partnership
By: MSPS/DP, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
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By: CMS 1995 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1995, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Party O: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership
By: CMS Co-Investment Partners, L.P., a Delaware limited partnership
By: CMS/Co-Investment Associates, L.P., a Delaware limited
partnership
By: MSPS/Co-Investment, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS 1997 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1997, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS Co-Investment Partners I-Q, L.P. a Delaware limited
partnership
By: CMS/Co-Investment Associates, L.P., a Delaware limited
partnership
By: MSPS/Co-Investments, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS 1997 Investment Partners, L.P. a Delaware limited
partnership
By: CMS 1997, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
Party P: CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP, a Delaware general
partnership
By: CMS Private Equity Partners XIV, L.P., a Delaware limited
partnership
By: CMS PEP XIV Associates, L.P., a Delaware limited partnership
By: MSPS PEP XIV, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS 1999 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1999, Inc. a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS Private Equity Partners XIV-Q, L.P., a Delaware limited
partnership
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By: CMS PEP XIV Associates, L.P., a Delaware limited partnership
By: MSPS PEP XIV, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
By: CMS 1999 Investment Partners, L.P., a Delaware limited
partnership
By: CMS 1999, Inc. a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP
Party Q: BANCBOSTON INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇▇. A NIBI
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
Party R: INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY FUND III, L.P.
By: Infrastructure and Environmental Private Equity Management,
L.L.C., its General Partner
By: First Analysis IEPEF Management Company III, LLC, A Member
By: First Analysis Corporation, A Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice Chairman
Party S: ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, a
civil partnership with limitation of liability established under the
laws of the Federal Republic of Germany
By: Infrastructure and Environmental Private Equity Management,
L.L.C., its General Partner
By: First Analysis IEPEF Management Company III, LLC, A Member
By: First Analysis Corporation, A Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice Chairman
Party T: KLEINWORT ▇▇▇▇▇▇ HOLDINGS INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President & Director Senior Vice President and
CFO
