Exhibit 10.11


 


STOCK SUBSCRIPTION AGREEMENT


 


STOCK SUBSCRIPTION AGREEMENT dated as of November 16, 2005 (this “Agreement”)
between Bain Capital Integral Investors, LLC (the “Buyer”) and Accellent
Holdings Corp., a Delaware corporation (“Holdco”).


 


RECITALS:


 


WHEREAS, Accellent Acquisition Corp. (“AAC”), a Delaware
corporation and indirect wholly-owned subsidiary of Holdco, and Accellent Inc.,
a Maryland corporation (“Accellent”), entered into
an Agreement and Plan of Merger, dated October 7, 2005, as amended (the “Merger
Agreement”), pursuant to which Accellent Merger Sub Inc., a Maryland
corporation and wholly-owned subsidiary of AAC, will merge with and into
Accellent (the “Merger”) with Accellent continuing as the surviving
corporation.


 


WHEREAS, all of the issued and outstanding common stock, par value
$0.01 per share, of Holdco (the “Common Stock”) will be owned
immediately before the Closing by Accellent Holdings LLC, a Delaware limited
liability company (“Holdings LLC”).


 


WHEREAS, KKR Millennium Fund L.P. and KKR Partners III, L.P., each of
which is an affiliate of Kohlberg Kravis Roberts & Co. L.P.
(collectively, the “KKR Partnerships”), own 100% of the membership
interests of Holdings LLC.


 


WHEREAS, Holdco desires to issue, and Buyer desires to purchase, newly
issued shares of Common Stock, subject to the terms and conditions of this
Agreement.


 


WHEREAS, at or before the effective time of the Merger, Holdings LLC,
Holdco and Buyer will enter into a Stockholders Agreement (the “Stockholders
Agreement”) in the form attached hereto, setting forth certain agreements
with respect to Holdco.


 


NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1


 


PURCHASE AND SALE


 


Section 1.1  Purchase and Sale.  Upon the terms and subject to the conditions
of this Agreement, Holdco agrees to issue and sell to Buyer, and Buyer agrees
to purchase from Holdco, the number of shares of newly issued Common Stock
(collectively, the “Purchase Stock”) equal to one-third the number of
shares of newly issued Common Stock held by Holdings LLC immediately before the
Closing.  The purchase price for the
Purchase Stock is the same per share price paid by Holdings LLC for shares of
newly issued Common Stock immediately prior to the Closing and the aggregate
purchase price for all the Purchase Stock is


 


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one-third of the total amount of equity contributed to Holdco by
Holdings LLC immediately prior to the Closing (the “Aggregate Purchase Price”).  Holdco will notify Buyer in writing of the
actual amount of the Aggregate Purchase Price accompanied with supporting
documentation reasonably acceptable to Buyer. 
The Aggregate Purchase Price and the monies contributed to Holdings LLC
will be used to fund the Merger Consideration (as defined in the Merger
Agreement) under the Merger Agreement and pay related fees and expenses.


 


Section 1.2  Closing.  The closing (the “Closing”) of the
purchase and sale of the Purchase Stock hereunder shall take place at the
offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New
York, New York, immediately prior to the consummation of the Merger.  At the Closing, payment will be made by Buyer
of the Aggregate Purchase Price by wire transfer of immediately available funds
to an account designated by Holdco not later than one business day prior to the
date of Closing (the “Closing Date”)


 


ARTICLE 2


 


REPRESENTATIONS
AND WARRANTIES OF HOLDCO


 


Holdco represents and warrants to Buyer as of the date hereof that:


 


Section 2.1  Corporate Existence and Power; Newly Formed
Corporation.  Holdco is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware.  Holdco was
incorporated solely for the purpose of effectuating the transactions
contemplated in the Merger Agreement (including the transactions contemplated
by this Agreement) and has not conducted any business or entered into any
agreements or commitments except with respect to the foregoing.


 


Section 2.2  Authorization.  (a)  The execution, delivery and
performance by Holdco of this Agreement and the Stockholders Agreement and the
consummation of the transactions contemplated hereby and thereby are within
Holdco’s corporate powers and have been duly authorized by all necessary action
on the part of the Holdco.  Each of this
Agreement and the Stockholders Agreement has been duly executed and delivered
by Holdco.  Assuming this Agreement and
the Stockholders Agreement valid and binding agreements of Buyer and that the
Stockholders Agreement is a valid and binding obligation of Holdings LLC, each
of this Agreement and the Stockholders Agreement constitute valid and binding
agreements of Holdco, enforceable against Holdco in accordance with their
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement or creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies and (iii) with respect to provisions relating to
indemnification and contribution, as limited by considerations of public
policy.


 


(b)           The
execution, delivery and performance by Holdings LLC of the Stockholders
Agreement and the consummation of the transactions contemplated hereby and
thereby are within Holdings LLC’s limited liabilty company powers and have been
duly authorized by all necessary action on the part of the Holdings LLC.  Assuming the Stockholders


 


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Agreement is a binding obligation of Holdco and Buyer, the Stockholders
Agreement constitutes a valid and binding agreement of Holdings LLC,
enforceable against Holdings LLC in accordance with its terms, except(i) 
as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement or creditors’
rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies and (iii) with
respect to provisions relating to indemnification and contribution, as limited
by considerations of public policy.


 


Section 2.3  Governmental Authorization.  The execution, delivery and performance by
Holdco of this Agreement and the Stockholders Agreement require no order,
license, consent, authorization or approval of, or exemption by, or action by
or in respect of, or notice to, or filing or registration with, any
governmental body, agency or official except such as have been obtained or will
be obtained prior to the Closing or except where the failure to obtain any such
order, license, consent, authorization, approval or exemption or give any such notice
or make any filing or registration would not reasonably be expected to
adversely affect the ability of Holdco to perform its obligations hereunder or
thereunder.


 


Section 2.4  Noncontravention.  The execution, delivery and performance by
Holdco of this Agreement and the Stockholders Agreement do not and will not (i) violate
the certificate of incorporation or bylaws of Holdco, (ii) violate any
law, rule, regulation, judgment, injunction, order or decree applicable to or
binding upon Holdco, (iii) require any consent or other action by any
person under, constitute a default under (with due notice or lapse of time or
both), or give rise to any right of termination, cancellation or acceleration
of any right or obligation of Holdco or to a loss of any benefit to which
Holdco is entitled under any provisions of any agreement or other instrument
binding upon Holdco or any of its assets or properties or (iv) result in
the creation or imposition of any material mortgage, lien, pledge, charge,
security interest or encumbrance (each, a “Lien”) on any property or
asset of Holdco.


 


Section 2.5  Capitalization.  The authorized capital stock of Holdco
consists of 1,000 shares of Common Stock and no shares of preferred stock.  Immediately prior to the Closing, (i) the
authorized capital stock of Holdco will consist of 1000 shares of Common Stock
and no shares of preferred stock and (ii) the outstanding capital stock of
Holdco will consist of 75 shares of Common Stock and no shares of preferred
stock.  Immediately prior to the Closing,
Holdings LLC will own all of the issued and outstanding shares of capital stock
of Holdco.  Immediately prior to the
Closing, the KKR Partnerships will own 100% of the membership interests of
Holdings LLC.   Immediately after the
Closing, but prior to the effective time of the Merger (the “Effective Time”),
the outstanding capital stock of Holdco will be 100 shares of Common Stock (75
shares of which will be held by Holdings LLC and 25 of which will be held by
Buyer) and no shares of preferred stock. 
Except as set forth in this Section 2.5 there are, and immediately
after the Closing but prior to the Merger there will be, no outstanding (i) shares
of capital stock or voting securities of Holdco, (ii) securities of Holdco
convertible into or exchangeable for shares of capital stock or voting
securities of Holdco, (iii) options or other rights to acquire from
Holdco, or other obligation of Holdco to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of Holdco or (iv) obligation of Holdco to repurchase or
otherwise acquire or retire any shares of capital stock or any convertible
securities, rights or options of the type described in clause (i),


 


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(ii), or (iii).  After the
Effective Time, Accellent will be a wholly owned subsidiary of AAC and AAC will
be a wholly owned subsidiary of Holdco.


 


Section 2.6  Litigation.  There is no action, suit, investigation or
proceeding pending against, or to the knowledge of Holdco, threatened against
or affecting Holdco before any court or arbitrator or any governmental body,
agency or official which in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Agreement or
the Stockholders Agreement or which would reasonably be expected to have a
material adverse effect on the ability of Holdco to perform its obligations
under this Agreement or the Stockholders Agreement or to consummate the Merger
or on the business, properties, financial condition or results of operations of
Accellent after the Merger.


 


Section 2.7  Valid Issuance of Securities.  The shares of Purchase Stock which are being
issued to Buyer hereunder have been duly and validly authorized and when
issued, sold and delivered in accordance with the terms hereof for the
consideration expressed herein, will be fully paid and nonassessable.


 


ARTICLE 3


 


REPRESENTATION
AND WARRANTIES OF BUYER


 


Buyer represents and warrants to Holdco as of the date hereof that:


 


Section 3.1  Existence and Power.  Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization.


 


Section 3.2 Authorization.  (a)  The execution, delivery and
performance by Buyer of this Agreement and the Stockholders Agreement and the
consummation of the transactions contemplated hereby and thereby are within its
limited liability company power and have been duly authorized by all necessary
action on the part of Buyer.  Each of
this Agreement and the Stockholders Agreement has been duly executed and
delivered by Buyer.  Assuming this
Agreement and the Stockholders Agreement are valid and binding agreements of
Holdco and the Stockholders Agreement is a valid and binding obligation of
Holdings LLC, this Agreement and the Stockholders Agreement constitute valid
and binding agreements of Buyer, enforceable against Buyer in accordance with
their terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement or creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies and (iii) with respect to provisions relating to
indemnification and contribution, as limited by considerations of public
policy.


 


Section 3.3  Governmental Authorization.  The execution, delivery and performance by
Buyer of this Agreement and the Stockholders Agreement requires no order,
license, consent, authorization or approval of, or exemption by, or action by
or in respect of, or notice to, or filing or registration with, any
governmental body, agency or official except such as


 


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have been obtained or will be obtained prior to the Closing or except
where the failure to obtain any such order, license, consent, authorization,
approval or exemption or give any such notice or make any filing or registration
would not reasonably be expected to adversely affect the ability of Buyer to
perform its obligations hereunder.


 


Section 3.4  Noncontravention.  The execution, delivery and performance by
Buyer of this Agreement does not and will not violate the the certificate of
formation or limited liability company agreement of Buyer, (ii) violate
any law, rule, regulation, judgment, injunction, order or decree applicable to
or binding upon Buyer, (iii) require any consent or other action by any
person under, constitute a default under (with due notice or lapse of time or
both), or give rise to any right of termination, cancellation or acceleration
of any right or obligation of Buyer or to a loss of any benefit to which Buyer
is entitled under any provision of any agreement or other instrument binding
upon such Buyer or any of its assets or properties or (iv) result in the
creation or imposition of any material Lien on any property or asset of Buyer.


 


Section 3.5  Purchase for Investment.  Buyer is purchasing the Purchase Stock for
investment for its own account and not with a view to, or for sale in
connection with, any distribution thereof.


 


Section 3.6  Private Placement.  (a)  Buyer’s financial situation is such
that Buyer can afford to bear the economic risk of holding the Purchase Stock
for an indefinite period of time, and Buyer can afford to suffer the complete
loss of the investment in its Purchase Stock.


 


(b)  Buyer’s knowledge and experience in
financial and business matters are such that it is capable of evaluating the
merits and risks of the investment in the Purchase Stock, or Buyer has been
advised by a representative possessing such knowledge and experience.


 


(c)  Buyer understands that the Purchase
Stock acquired hereunder is a speculative investment which involves a high
degree of risk of loss of the entire investment therein, that there will
substantial restrictions on the transferability of the Purchase Stock as set
forth in the Stockholders’ Agreement and that for an indefinite period
following the date hereof there will be no public market for the Purchase Stock
and that, accordingly, it may not be possible for Buyer to sell the Purchase
Stock in case of emergency or otherwise.


 


(d)  Buyer and its representatives,
including, to the extent it deems appropriate, its professional, financial, tax
and other advisors, have reviewed all documents provided to them in connection
with the investment in the Purchase Stock, and Buyer understands and is aware
of the risks related to such investment.


 


(e)  Buyer and its representatives have
been given the opportunity to examine all documents and to ask questions of,
and to receive answers from, Holdco, Accellent and their respective
representatives concerning the terms and conditions of the acquisition of the Purchase
Stock and related matters and to obtain all additional information which Buyer
or its representatives deem necessary.


 


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(f)  Buyer is an “accredited investor”
as such term is defined in Regulation D under the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


 


Section 3.7  Litigation.  There is no action, suit, investigation or
proceeding pending against, or to the knowledge of Buyer threatened against or
affecting, Buyer before any court or arbitrator or any governmental body,
agency or official which in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Agreement or
the Stockholders’ Agreement.


 


Section 3.8  Brokers or Finders’ Fees.  There is no investment banker, broker, finder
or other intermediary which has been retained by, will be retained by or is
authorized to act on behalf of Buyer who might be entitled to any fee or
commission from Accellent, AAC or Holdco upon consummation of the transactions
contemplated by this Agreement.


 


ARTICLE 4


 


CONDITIONS
TO CLOSING


 


Section 4.1  Conditions to Obligations of Buyer and
Holdco.  The obligations of Buyer and
Holdco to consummate the transactions contemplated hereby are subject to the
satisfaction of the following conditions:


 


(a)  Holdco shall have received from
Holdings LLC an equity contribution equal to the product of (i) the
Aggregate Purchase Price and (ii) three.


 


(b)  The conditions to the consummation
of the Merger set forth in Sections 7.1, 7.2 and 7.3 of the Merger Agreement,
other than those to be satisfied at the Effective Time of the Merger, shall
have been satisfied or waived and the Effective Time shall occur immediately
after the Closing.


 


Section 4.2  Conditions to Obligations of Buyer.  The obligation of Buyer to consummate the
transactions contemplated hereby is subject to the satisfaction of the
following further conditions:


 


(a)  (i)  Holdco shall have
performed in all material respects all of its obligations hereunder required to
be performed by it on or prior to the Closing Date and (ii) the
representations and warranties of Holdco contained in this Agreement shall be
true in all material respects when made and at and as of the Closing Date, as
if made at and as of such date.


 


(b)  Each of Holdco and Holdings LLC
shall have executed and delivered the Stockholders Agreement.


 


(c)  (i) No provision of the Merger
Agreement shall have been amended, modified or waived in any material respect,
it being agreed that, without limiting of the


 


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generality of
the foregoing, any amendment, modification or waiver of the Merger Agreement,
which would result in or cause an increase in the Merger Consideration or
result in or cause any additional consideration not contemplated by the Merger
Agreement to be paid to the securityholders of Accellent shall be deemed to be
material and (ii) the debt financing being consummated in connection with
the Merger shall be consummated immediately after the Closing on the terms set
forth in the debt commitment letters originally attached to the Merger
Agreement.


 


Section 4.3  Conditions to Obligation of Holdco.  The obligation of Holdco to consummate the
transactions contemplated hereby is subject to the satisfaction of the
following further conditions:


 


(a)  (i)  Buyer shall have
performed in all material respects all of its obligations hereunder required to
be performed by it at or prior to the Closing Date and (ii) the
representations and warranties of Buyer contained in this Agreement shall be
true in all material respects when made and at and as of the Closing Date, as
if made at and as of such date.


 


(b)  Buyer shall have executed and
delivered the Stockholders’ Agreement.


 


ARTICLE 5


 


COVENANTS
OF HOLDCO AND BUYER


 


Section 5.1  Stockholders Agreement.  Holdco, Buyer and Holdings LLC shall enter
into the Stockholders Agreement on or prior to the Closing Date.


 


Section 5.2 Further Assurances.  Holdco and Buyer agree that, from time to
time, whether on or after the Closing Date, each of them will execute and
deliver such further instruments of conveyance and transfer and take such other
actions as may be necessary to carry out the purposes and intents of this
Agreement.


 


ARTICLE 6


 


TERMINATION


 


Section 6.1  Grounds for Termination.  This Agreement may be terminated at any time
prior to the Closing:


 


(a)  by mutual written agreement of
Holdco and Buyer;


 


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(b)  by either Holdco or Buyer if the
Closing shall not have been consummated as of the close of business on January 20,
2006, unless such date is extended by the mutual agreement of Holdco and Buyer;


 


(c)  by either Holdco or Buyer upon the
termination of the Merger Agreement prior to the Closing; or


 


(d) by either Holdco or Buyer if
consummation of the transactions contemplated hereby would violate any
non-appealable final order, decree or judgment of any court or governmental
body having competent jurisdiction.


 


The party desiring to terminate this Agreement pursuant to clauses
6.1(b), (c) or (d) shall give notice of such termination to the other
party.


 


Section 6.2  Effect of Termination.  If this Agreement is terminated as permitted
by Section 6.1, such termination shall be without liability of any party
(or any stockholder, general partner, limited partner, member, director,
officer, employee, agent, consultant or representative of such party) to any of
the other parties to this Agreement and this Agreement shall become void and of
no further force or effect; provided that if such termination shall
result from the willful (i) failure of either party to fulfill a condition
to the performance of the obligations of the other party, (ii) failure to
perform a covenant of this Agreement or (iii) material breach by either
party hereto of any representation or warranty or agreement contained herein,
such party shall be liable for such breach prior to such termination.  Notwithstanding the foregoing, the provisions
of Sections 7.5, 7.6 and 7.7 shall survive any termination hereof pursuant to Section 6.1.


 


ARTICLE 7


 


MISCELLANEOUS


 


Section 7.1  Notices.  Any notice or other communications required
or permitted hereunder shall be deemed to be sufficient and received if
contained in a written instrument delivered in person or by courier or duly
sent by first class certified mail, postage prepaid, or by facsimile addressed
to such party at the address or facsimile number set forth below:


 


if to Holdco, to:


 


c/o Kohlberg Kravis Roberts & Co. L.P.


2800
Sand Hill Road, Suite 200


Menlo
Park, California 94025


Attn: 
Michael W. Michelson


 


with copies to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue


 


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New York, New York 10017

Attn:   Sean D. Rodgers, Esq.


 


if to Buyer, to:


 


c/o Bain Capital Partners LLC


111 Huntington Avenue


Boston, MA  02199


Attention:  Steve Barnes


 


with a copy to:


 


Kirkland & Ellis LLP


200 East Randolph Drive


Chicago, IL 60601


	
  Attention:

  	
  Matthew E. Steinmetz, P.C.

  
	
   

  	
  Jeffrey W. Richards

  



 


or, in any
case, at such other address or facsimile number as shall have been furnished in
writing by such party to the other parties hereto.  All such notices, requests, consents and
other communications shall be deemed to have been received (a) in the case
of personal or courier delivery, on the date of such delivery, (b) in the
case of mailing, on the fifth business day following the date of such mailing
and (c) in the case of facsimile, when received


 


Section 7.2  Legends.  
Buyer acknowledges that the certificate (or certificates) representing
the shares of Common Stock purchased by Buyer shall bear the following legends:


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
PROVISIONS OF THE STOCKHOLDER’S AGREEMENT DATED AS OF               ,
200   BETWEEN ACCELLENT HOLDINGS CORP. (THE “COMPANY”), ACCELLENT
HOLDINGS LLC AND THE STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY” (the “Transfer Restriction Legend”)


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OF 1933, AS AMENDED.” (the “Securities Act Legend”)


 


The Company
agrees that the Securities Act Legend shall promptly be removed by delivery of
substitute certificates without such legend, if the Company shall have received
an opinion of counsel in form and substance reasonably satisfactory to the
Company, or a copy of a “no-action” or interpretive letter from the SEC, to the
effect that the restrictions imposed by such legend are not applicable to such
shares.  The Company further agrees that
the Transfer


 


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Restriction
Legend shall promptly be removed by delivery of substitute certificates without
such legend upon any transfer to a Person who is not required to be bound by,
or become a party to, the Stockholders Agreement with respect to such shares,
pursuant to the terms of the Stockholders Agreement.


 


Section 7.3 Amendments and Waivers.  (a)  Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement, or
in the case of a waiver, by the party against whom the waiver is to be
effective.


 


(b)  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


Section 7.4  Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other party hereto (it being agreed that
a merger (including the Merger) shall not be deemed an assignment requiring the
consent of Buyer); provided, further, that Buyer may assign its
rights hereunder to an affiliate, but such assignment shall not relieve any of
Buyer’s obligations hereunder.


 


Section 7.5  Governing Law.  This Agreement shall be governed by and
construed in accordance with the law of the State of New York.


 


Section 7.6  Jurisdiction.  The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may only be brought in the United States District Court for
the Southern District of New York or any New York State court sitting in New
York City, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought
in an inconvenient forum.  Process in any
such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 7.1
shall be deemed effective service of process on such party.


 


Section 7.7  Waiver Of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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Section 7.8  Counterparts; Third Party Beneficiaries.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when
each party hereto shall have received a counterpart hereof signed by the other
party hereto.  No provision of this
Agreement shall confer upon any person other than the parties hereto any rights
or remedies hereunder.


 


Section 7.9  Entire Agreement.  This Agreement, together with the
Stockholders’ Agreement, constitutes the entire agreement between the parties
with respect to the subject mater of this Agreement and supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter of this Agreement.


 


Section 7.10  Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.


 


Section 7.11  Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
deemed to be excluded from this Agreement and the balance of this Agreement
shall be interpreted as if such provision were so excluded and shall be
enforced in accordance with its terms to the maximum extent permitted by law.


 


Section 7.12  Interpretation.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


 


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blank]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


 


 


	
   

  	
  ACCELLENT HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael W. Michelson

  	
   

  
	
   

  	
   

  	
  Name: Michael W. Michelson

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BAIN CAPITAL INTEGRAL INVESTORS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By Bain Capital Investors, LLC

  
	
   

  	
  Its administrative member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Connaughton

  	
   

  
	
   

  	
   

  	
  Name: John Connaughton

  
	
   

  	
   

  	
  Title: Managing Director

  
					



 


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