Exhibit 4.3


 


CONSENT
TO AMENDMENT OF SHAREHOLDERS’ AGREEMENT


 


WHEREAS, each of the undersigned
(collectively, the “Majority Holders”) is party to that certain Amended and
Restated 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 Medical
Device Manufacturing, Inc. (the “Company”);


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Except as
modified in the manner described in this Consent, the Shareholders’ Agreement
shall remain in full force and effect.


 


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


 


[SIGNATURES PAGE TO FOLLOW]


 





















 


IN WITNESS WHEREOF, the Holders have executed
this Consent as of the      day of
September, 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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