**Exhibit 4.3**

 

**CONSENTTO AMENDMENT OF SHAREHOLDERS’ AGREEMENT**

 

WHEREAS, each of the undersigned(collectively, the “Majority Holders”) is party to that certain Amended andRestated Shareholders’ Agreement, dated June 30, 2004 (the “Shareholders’Agreement”), between the Holders and UTI Corporation, a Maryland corporation,as successor to MDMI Holdings, Inc., a Colorado corporation, f/k/a MedicalDevice Manufacturing, Inc. (the “Company”);

 

WHEREAS, pursuant to Section 19 of theShareholders’ Agreement, a majority in interest of the Holders (as defined inthe Shareholders’ Agreement) have the right to amend the Shareholders’Agreement, provided that any amendment to Section 8(c)(i) of theShareholders’ Agreement shall require the mutual written consent of KRG andDLJMB (as defined in the Shareholders’ Agreement);

 

WHEREAS, the Majority Holders represent amajority in interest of the Holders and include KRG and DLJMB;

 

WHEREAS, the Majority Holders desire to amendthe Shareholders’ Agreement to provide that the Board (as defined in theShareholders’ Agreement) shall consist of nine directors, five of whom shall bedesignated by KRG, three of whom shall be designated by DLJMB and the ninthdirector shall be the CEO of the Company.

 

NOW, THEREFORE, pursuant to Section 19of the Shareholders’ Agreement:

 

1.                                       The MajorityHolders hereby consent to the amendment of the Shareholders’ Agreement bydeleting Section 8(c)(i) and replacing it with the following:

 

“(i) The Board of Directors of theCompany (the “Board”) shall be comprised of nine directors (each a “Director”),subject to increase or decrease only by the mutual written consent of DLJMB andKRG. During the term of this Agreement and at any special or annual meeting ofthe Holders at which directors are to be elected to the Board, (A) DLJMBshall be entitled to designate three directors to sit on the Board (the “DLJMBDirectors”); (B) KRG shall be entitled to designate five directors to siton the Board (the “KRG Directors”); and (C) the Chief Executive Officer ofthe Company shall be designated as a director to sit on the Board, whoinitially shall be Ron Sparks. The rights granted with respect to the Holderspursuant to subclauses (A) and (B) of this Section 8(c)(i) shallcontinue with respect to such Holders until such time as the applicable Holdersown less than 5% of the Company’s outstanding Common Stock on a fully dilutedand fully converted basis (excluding unvested options).”

 

2.                                       Except asmodified in the manner described in this Consent, the Shareholders’ Agreementshall remain in full force and effect.

 

3.                                       That thisconsent may be signed in any number of counterparts (facsimile or original),each of which shall constitute an original, with the same effect as if thesignatories thereto and hereto were upon the same instrument.

 

[SIGNATURES PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Holders have executedthis Consent as of the      day ofSeptember, 2004.

 
|   | KRG/CMS L.P.                                                                                                                                                                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                              |
|   | By:                                                                                                                                                                                                                                               | KRG CAPITAL FUND I, L.P., its General  Partner |
|   |                                                                                                                                                                                                                                              |   |
|   | By:                                                                                                                                                                                                                                               | /s/ BRUCE L. ROGERS |   |
|   | Name:                                                                                                                                                                                                                                             | Bruce L. Rogers |
|   | Title:                                                                                                                                                                                                                                            | Managing Director |
|   |                                                                                                                                                                                                                                              |   |
|   | DLJ Merchant Banking Partners III, L.P.                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                              |
|   | By:                                                                                                                                                                                                                                               | DLJ Merchant Banking III, Inc., its  Managing General Partner |
|   |                                                                                                                                                                                                                                              |   |
|   |                                                                                                                                                                                                                                              | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                                                                                                                                                             | George R. Hornig |
|   | Title:                                                                                                                                                                                                                                            | Managing Director |
|   |                                                                                                                                                                                                                                              |   |
|   | DLJ Merchant Banking III, Inc., as  Advisory General Partner on  behalf of DLJ Offshore Partners III-1, C.V. and as  attorney-in-fact for DLJ Merchant Banking III, L.P., as  Associate General Partner of DLJ Offshore Partners III-1, C.V. |
|   |                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                              | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                                                                                                                                                             | George R. Hornig |
|   | Title:                                                                                                                                                                                                                                            | Managing Director |
|   |                                                                                                                                                                                                                                              |   |
|   | DLJ Merchant Banking III, Inc., as  Advisory General Partner on  behalf of DLJ Offshore Partners III-2, C.V. and as  attorney-in-fact for DLJ Merchant Banking III, L.P., as  Associate General Partner of DLJ Offshore Partners III-2, C.V. |
|   |                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                              | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                                                                                                                                                             | George R. Hornig |
|   | Title:                                                                                                                                                                                                                                            | Managing Director |

 

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|   | DLJ Merchant Banking III, Inc., as  Advisory General Partner on  behalf of DLJ Offshore Partners III, C.V. |
|--------|-----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                            |
|   |                                                                                                            | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                           | George R. Hornig |
|   | Title:                                                                                                          | Managing Director |
|   |                                                                                                            |   |
|   | DLJ MB PartnersIII GmbH & Co. KG                                                                       |
|   |                                                                                                            |   |
|   | By:                                                                                                             | DLJ Merchant Banking III, L.P., its  Managing  Limited Partner |
|   |                                                                                                            |   |
|   | By:                                                                                                             | DLJ Merchant Banking III, Inc., its General  Partner |
|   |                                                                                                            |   |
|   |                                                                                                            | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                           | George R. Hornig |
|   | Title:                                                                                                          | Managing Director |
|   |                                                                                                            |   |
|   | Millennium Partners II, L.P.                                                                                    |
|   |                                                                                                            |
|   | By:                                                                                                             | DLJ Merchant Banking III, Inc., its  Managing  General Partner |
|   |                                                                                                            |   |
|   |                                                                                                            | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                           | George R. Hornig |
|   | Title:                                                                                                          | Managing Director |
|   |                                                                                                            |   |
|   | MBP III Plan Investors, L.P.                                                                                    |
|   |                                                                                                            |   |
|   | By:                                                                                                             | DLJ LBO Plans Management Corporation II,  its General Partner |
|   |                                                                                                            |   |
|   |                                                                                                            | /s/ GEORGE R. HORNIG |   |
|   | Name:                                                                                                           | George R. Hornig |
|   | Title:                                                                                                          | Director |
|        |                                                                                                                 |  |  |  |

 

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