**Exhibit 4.4**

 

**CONSENTTO AMENDMENT**

 

WHEREAS, the undersigned (the “Shareholders”)are party to, or successor in interest to a party to, that certainAnti-Dilution Agreement (the “Anti-Dilution Agreement”), dated as of May 31,2002 [sic], between the Shareholders and UTI Corporation (the “Company”), aMaryland corporation formerly known as MDMI Holdings, Inc.;

 

WHEREAS, the Shareholders holding a majorityof the outstanding Preferred Shares and Convertible Shares (as defined in theAnti-Dilution Agreement) have the right, pursuant to Section 8 of theAnti-Dilution Agreement, to amend the Anti-Dilution Agreement;

 

WHEREAS, the Company desires to issue Class CRedeemable Preferred Stock with attached $0.01 warrants exercisable into Class ABConvertible Preferred Stock (collectively, including the issuance of theunderlying Class AB Convertible Preferred Stock (the “Class AB Stock”)upon exercise of such warrants, the “Class C Units”);

 

WHEREAS, pursuant to the terms of theAnti-Dilution Agreement, the Shareholders may be entitled to an AdjustmentRight (as such term is defined in the Anti-Dilution Agreement) in connectionwith the Company’s issuance of the Class C Units;

 

WHEREAS, the Shareholders desire to agree toset the amount of the Adjustment Right in connection with the Company’sissuance of the Class C Units;

 

WHEREAS, the Shareholders desire to relievethe Company of its obligation to prepare and file the certificate identified inSection 6(i) of the Anti-Dilution Agreement including, withoutlimitation, the report of independent public accountants associated therewith(the “Adjustment Certificate”);

 

WHEREAS, the Shareholders desire to clarifycertain provisions of Section 4 of the Anti-Dilution Agreement; and

 

WHEREAS, capitalized terms used herein and nototherwise defined shall have the meanings given to them in the Anti-DilutionAgreement.

 

NOW THEREFORE, for good and valuableconsideration, the receipt, adequacy and sufficiency of which is herebyacknowledged and pursuant to Section 8 of the Anti-Dilution Agreement:

 

1.             Inconnection with the Company’s issuance of the Class C Units including,without limitation, the issuance of the Class AB Stock and the commonstock issuable upon conversion of the Class AB Stock, (a) theaggregate Adjustment Right shall be 34,000 shares to be allocated pro rataamong the Holders in accordance with their current holdings of Shares and (b) theCompany is relieved of its obligation to prepare and file the AdjustmentCertificate; provided, however, that the Company will provide notice of theAdjustment Rights to the Holders pursuant to Section 6(ii) of theAnti-Dilution Agreement.

 

2.             Section 4(a)(2) ofthe Anti-Dilution Agreement is deleted in its entirety and replaced with thefollowing:

 

“(2) Common Stock issued as considerationfor the acquisition of any person, or”

 

3.             Section 4(b)(1) ofthe Anti-Dilution Agreement is deleted in its entirety and replaced with thefollowing:

 

“(1) convertible securities issued asconsideration for the acquisition of any person; provided that such securitiesare substantially similar to the Class A-1 Convertible Preferred Stock ofthe Company (except as to liquidation preference),”

 

4.             Exceptas expressly set forth herein, the terms, provisions and conditions of theAnti-Dilution Agreement shall remain in full force and effect and are in allrespects hereby ratified and confirmed. Other than as specifically providedherein, this Amendment shall not operate as a waiver or

 

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amendment of any right, poweror privilege of any Shareholder under the Anti-Dilution Agreement or of anyother term or condition of the Anti-Dilution Agreement. This Amendment shallnot be construed in any manner to establish (or indicate) any course of dealingon any Shareholder’s part, including, without limitation, the providing of anynotice or the requesting of any acknowledgement with respect to any futureamendment, waiver, supplement or other modification to the Anti-DilutionAgreement or any arrangement contemplated thereby.

 

5.             ThisAmendment may be signed in any number of counterparts, each of which shall bean original, with the same effect as if the signatories thereto and hereto wereupon the same instrument.

 

IN WITNESS WHEREOF, the Shareholders haveexecuted this Amendment as of the 27th day of February, 2003.

 
|   | DLJ INVESTMENT PARTNERS II, LP.            |
|--------|--------------------------------------------|
|   |                                       |   |
|   | By:                                        | /s/ MICHAEL ISIKOW |   |
|   |                                       | Name: | Michael Isikow |
|   |                                       | Title: | Attorney in Fact |
|   |                                       |   |   |
|   | DLJ INVESTMENT PARTNERS, L.P.              |
|   |                                       |   |
|   | By:                                        | /s/ MICHAEL ISIKOW |   |
|   |                                       | Name: | Michael Isikow |
|   |                                       | Title: | Attorney in Fact |
|   |                                       |   |   |
|   | DLJIP II HOLDINGS, L.P.                    |
|   |                                       |   |
|   | By:                                        | /s/ MICHAEL ISIKOW |   |
|   |                                       | Name: | Michael Isikow |
|   |                                       | Title: | Attorney in Fact |
|   |                                       |   |   |
|   | SECURITY LIFE OF DENVER  INSURANCE COMPANY |
|   |                                       |   |   |
|   | By:                                        |   |   |
|   |                                       | Name: |   |
|   |                                       | Title: |   |
|   |                                       |   |   |
|   | UTI CORPORATION                            |
|   |                                       |   |   |
|   | By:                                        | /s/ STEVEN D. NEUMANN |   |
|   |                                       | Name: | Steven D. Neumann |
|   |                                       | Title: | Vice President and Assistant Secretary |
|        |                                            |  |  |  |  |  |

 

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