**Exhibit 4.1**

 

**SUPPLEMENTALINDENTURE**

 

**SUPPLEMENTALINDENTURE** (this “Supplemental Indenture”), dated as ofSeptember 9, 2005, among the Guarantor(s) listed on the signature page attachedhereto (each a “Guaranteeing Subsidiary”), a subsidiary of Accellent Corp.(f/k/a Medical Device Manufacturing, Inc.) (or its permitted successor), aColorado corporation (the “Company”), the Company and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “Trustee”).

 

**WI 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 issuanceof 10% Senior Subordinated Notes due 2012 (the “Notes”);

 

**WHEREAS**,the Indenture provides that under certain circumstances each GuaranteeingSubsidiary shall execute and deliver to the Trustee a supplemental indenturepursuant to which any newly-acquired or created Guarantor shall unconditionallyguarantee on a senior subordinated basis all of the Company’s obligations underthe Notes and the Indenture on the terms and conditions set forth herein (a “SubsidiaryGuarantee”); and

 

**WHEREAS**,pursuant to Section 9.1 of the Indenture, the Trustee is authorized toexecute and deliver this Supplemental Indenture.

 

**NOW THEREFORE**,in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, each GuaranteeingSubsidiary and the Trustee mutually covenant and agree for the equal andratable benefit of the Holders of the Notes as follows:

 

1.*  **Capitalized Terms.***  Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

 

2.*  **Agreement to Guarantee.***  Each Guaranteeing Subsidiary irrevocably andunconditionally guarantees on a senior subordinated basis the GuaranteeObligations, which include (i) the due and punctual payment of theprincipal of, premium, if any, and interest and Liquidated Damages, if any, onthe Notes, whether at maturity, by acceleration, call for redemption, upon aChange of Control Offer, upon an Asset Sale Offer or otherwise, the due andpunctual 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, andpayment of expenses, and the due and punctual performance of all otherobligations of the Company, to the Holders or the Trustee all in accordancewith the terms set forth in Article X of the Indenture, and (ii) incase of any extension of time of payment or renewal of any Notes or any suchother obligations, that the same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration, call for redemption, upon a Change of ControlOffer, upon an Asset Sale Offer or otherwise.

 

The obligations of each GuaranteeingSubsidiary to the Holders and to the Trustee pursuant to this SubsidiaryGuarantee and the Indenture (i) are expressly set forth in Article Xof the Indenture and reference is hereby made to such Indenture for the preciseterms of this Subsidiary Guarantee and (ii) are subordinated to the SeniorIndebtedness of each Guaranteeing Subsidiary as set forth in Section 10.7and Article XI of the Indenture and reference is hereby made to such Section andArticle for the precise terms of such subordination.

 

No past, present or future director, officer,employee, incorporator or stockholder (direct or indirect) of the GuaranteeingSubsidiary (or any such successor entity), as such, shall have any liabilityfor any obligations of the Guaranteeing Subsidiary under this SubsidiaryGuarantee or the Indenture or for any claim based on, in respect of, or byreason of, such obligations or their creation, except in their capacity as anobligor or Guarantor of the Notes in accordance with the Indenture.

 

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This is a continuing Guarantee and shallremain in full force and effect and shall be binding upon each GuaranteeingSubsidiary and its successors and assigns until full and final payment of allof the Company’s obligations under the Notes and Indenture or until released inaccordance with the Indenture and shall inure to the benefit of the successorsand assigns of the Trustee and the Holders, and, in the event of any transferor assignment of rights by any Holder or the Trustee, the rights and privilegesherein conferred upon that party shall automatically extend to and be vested insuch 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 GuaranteeingSubsidiary under its Subsidiary Guarantee shall be limited to the extentnecessary to insure that it does not constitute a fraudulent conveyance underapplicable law.

 

THE TERMS OF ARTICLE X OF THE INDENTUREARE INCORPORATED HEREIN BY REFERENCE.

 

3.*  **NEW YORK LAW TO GOVERN.***  THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING,WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONSLAW.

 

4.*  **Counterparts.***  The parties may sign any number of copies ofthis Supplemental Indenture. Each signed copy shall be an original, but all ofthem together represent the same agreement.

 

5.*  **Effect of Headings.***  The Section headings herein are forconvenience only and shall not affect the construction hereof.

 

[Signature Page to Follow]

 

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IN WITNESS WHEREOF, the Guarantor and theTrustee have caused this Supplemental Indenture to be duly executed as of theday and year first above written.

 
|   | GUARANTOR:                      |
|--------|---------------------------------|
|   |                            |   |
|   | CE HUNTSVILLE HOLDINGS CORP.    |
|   |                            |   |
|   | By:                             | /s/ STEWART A. FISHER |   |
|   |                            | Name: Stewart A. Fisher |
|   |                            | Title: Chief Financial Officer, Vice |
|   |                            | President,  Secretary and Treasurer |
|   |                            |   |
|   |                            |   |
|   | COMPANY:                        |
|   |                            |   |
|   | ACCELLENT  CORP.                |
|   |                            |   |
|   | By:                             | /s/ STEWART  A. FISHER |   |
|   |                            | Name:  Stewart A. Fisher |
|   |                            | Title: Chief  Financial Officer, Vice |
|   |                            | President,  Secretary and Treasurer |
|   |                            |   |
|   |                            |   |
|   | TRUSTEE:                        |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   | By:                             | /s/ RICHARD  PROKOSCH |   |
|   |                            | Name:  Richard Prokosch |
|   |                            | Title: Vice  President |
|        |                                 |  |  |  |  |  |

 

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