0001047469-04-027575 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF PORTLYN ACQUISITION LLC (a Delaware limited liability company)
Limited Liability Company Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of March 2, 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

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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...
Credit and Guaranty Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

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").

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EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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").

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NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND INVENTION ASSIGNMENT AGREEMENT
Competition and Invention Assignment Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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").

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DLJ Merchant Banking III, Inc. Eleven Madison Avenue New York, NY 10010 June 30, 2004
Letter Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

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.

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LIMITED LIABILITY COMPANY AGREEMENT OF TENAX, LLC (a Delaware limited liability company)
Medical Device Manufacturing, Inc. • August 30th, 2004 • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of December , 1999 by MedSource Technologies, LLC, a Delaware limited liability company (the "Member").

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MANAGEMENT AGREEMENT
Management Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Colorado

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").

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THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Colorado

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 repl

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement and General Release • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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 14th day of September, 2003.

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175,000,000 MEDICAL DEVICE MANUFACTURING, INC. 10% Senior Subordinated Notes due 2012 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

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").

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UNIFORM TUBES, INC. (Inclusive of Trappe and South Plainfield locations) TRADE SECRETS AGREEMENT
Secrets Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies

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.

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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
Pledge and Security Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

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").

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AMENDMENT TO NON-COMPETITION AGREEMENT
Non-Competition Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
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NON-COMPETITION AGREEMENT
Non-Competition Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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").

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ANTI-DILUTION AGREEMENT AMONG MDMI HOLDINGS, INC. and the parties named herein Dated as of May 31, 2000
Anti-Dilution Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

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").

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AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • August 30th, 2004 • Medical Device Manufacturing, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Colorado

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 tim

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Medical Device Manufacturing, Inc. • August 30th, 2004 • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania

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

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