Exhibit 4.1


 


SUPPLEMENTAL
INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of
September 9, 2005, among the Guarantor(s) listed on the signature page attached
hereto (each a “Guaranteeing Subsidiary”), a subsidiary of Accellent Corp.
(f/k/a Medical Device Manufacturing, Inc.) (or its permitted successor), a
Colorado corporation (the “Company”), the Company and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).


 


W
I 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 issuance
of 10% Senior Subordinated Notes due 2012 (the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which any newly-acquired or created Guarantor shall unconditionally
guarantee on a senior subordinated basis all of the Company’s obligations under
the Notes and the Indenture on the terms and conditions set forth herein (a “Subsidiary
Guarantee”); and


 


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


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:


 


1.  Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.  Agreement to Guarantee.  Each Guaranteeing Subsidiary irrevocably and
unconditionally guarantees on a senior subordinated basis the Guarantee
Obligations, which include (i) the due and punctual payment of the
principal of, premium, if any, and interest and Liquidated Damages, if any, on
the Notes, whether at maturity, by acceleration, call for redemption, upon a
Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and
punctual 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, and
payment of expenses, and the due and punctual performance of all other
obligations of the Company, to the Holders or the Trustee all in accordance
with the terms set forth in Article X of the Indenture, and (ii) in
case of any extension of time of payment or renewal of any Notes or any such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise.


 


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


 


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


 





















 


This is a continuing Guarantee and shall
remain in full force and effect and shall be binding upon each Guaranteeing
Subsidiary and its successors and assigns until full and final payment of all
of the Company’s obligations under the Notes and Indenture or until released in
accordance with the Indenture and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders, and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such 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 Guaranteeing
Subsidiary under its Subsidiary Guarantee shall be limited to the extent
necessary to insure that it does not constitute a fraudulent conveyance under
applicable law.


 


THE TERMS OF ARTICLE X OF THE INDENTURE
ARE INCORPORATED HEREIN BY REFERENCE.


 


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


 


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


 


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


 


[Signature Page to Follow]


 





















 


IN WITNESS WHEREOF, the Guarantor and the
Trustee have caused this Supplemental Indenture to be duly executed as of the
day 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