Exhibit
4.1


 


SUPPLEMENTAL
INDENTURE


 


This SUPPLEMENTAL
INDENTURE, effective as of November 3, 2005 (the “Supplemental Indenture”), is entered into by and among
ACCELLENT CORP., a Colorado corporation (the “Company”),
each of the Guarantors party hereto (the “Guarantors”),
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).


WITNESSETH:


WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and
delivered the Indenture, dated as of June 30, 2004, as supplemented by the
Supplemental Indenture dated as of September 9, 2005 and the Supplemental
Indenture dated as of October 6, 2005 (the “Indenture”),
pursuant to which the Company issued an aggregate principal amount of
$175,000,000 of 10% Senior Subordinated Notes due 2012 (the “Notes”).


WHEREAS,
Section 9.2 of the Indenture provides that the Company, the Guarantors and the
Trustee may, with the consent of the holders of at least a majority in
aggregate principal amount of the Notes then outstanding (the “Requisite Consents”), enter into a
supplemental indenture for the purpose of amending the Indenture.


WHEREAS,
the Company has offered to purchase for cash (the “Offer”) any and all of the outstanding Notes upon the terms
and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated October 21, 2005 (together with any extensions,
supplements or amendments, the “Statement”), and the accompanying Consent
and Letter of Transmittal (together with any extensions, supplements or
amendments, the “Consent and Letter of Transmittal”) and solicited consents (the “Consent Solicitation”) of the holders of
the Notes to certain amendments (the “Proposed
Amendments”) to the Indenture which require the Requisite Consents in
order to effect.


WHEREAS,
the Company has received the Requisite Consents to effect the Proposed
Amendments under the Indenture.


WHEREAS,
the Company and the Guarantors have been authorized by their respective Boards
of Directors and members to enter into this Supplemental Indenture.


                WHEREAS, pursuant to Section 9.2
of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the promises,
covenants and agreements contained herein, and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, and for the equal
and proportionate benefit of the holders of the Notes, the Company, the
Guarantors and the Trustee hereby agree as follows:


 





















 


1.             DELETION
OF CERTAIN PROVISIONS


Pursuant
to the terms of the Statement and Consent and Letter of Transmittal, the
Indenture is hereby amended to delete the following sections and subsections in
their entirety and, in the case of each such section or subsection, insert in
lieu thereof the phrase “Intentionally Omitted”, and any and all references
thereto, any and all obligations thereunder and any events of default related
thereto are hereby deleted throughout the Indenture, and such sections,
subsections and references shall be of no further force or effect:


(1)                                  Subsection (b)
of Section 4.4 entitled “Compliance Certificate”;


(2)                                  Section 4.7
entitled “Limitation on Incurrence of Additional Indebtedness and Disqualified
Capital Stock”;


(3)                                  Section 4.8
entitled “Limitation on Liens Securing Indebtedness”;


(4)                                  Section 4.9
entitled “Limitation on Restricted Payments”;


(5)                                  Section 4.10
entitled “Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries”;


(6)                                  Section 4.11
entitled “Limitation on Transactions with Affiliates”;


(7)                                  Section 4.12
entitled “Limitation on Sale Of Assets And Subsidiary Stock”;


(8)                                  Section 4.13
entitled “Repurchase of Notes At The Option Of The Holder upon a Change of
Control”;


(9)                                  Section 4.14
entitled “Subsidiary Guarantors”;


(10)                            Section 4.15
entitled “Limitation On Status As Investment Company”;


(11)                            Section 4.16
entitled “Maintenance of Properties and Insurance”;


(12)                            Section 4.18
entitled “Limitation on Layering Indebtedness”;


(13)                            Subsections
(2), (3) and (4) of Section 5.1 entitled “Merger, Consolidation or Sale of Assets”; and


(14)                            Subsections (c), (d), (e), (f),
(g) and (h) of Section 6.1 entitled “Events of Default”.


2.             AMENDMENT
TO SECTION 4.3(a) TO THE INDENTURE.


                Pursuant to the terms of the Statement and Consent
and Letter of Transmittal, Subsection (a) of Section 4.3 of the Indenture
entitled “Commission Reports and Reports to Holders” is hereby amended by
deleting the words “and Reports to Holders” from the title of Section 4.3(a)
and the words “and to each Holder of Notes” from the text of Subsection (a) of
Section 4.3.


3.             OTHER
AMENDMENTS TO THE INDENTURE


All definitions in the Indenture that are used
exclusively in the sections and subsections deleted pursuant to Section 1 and
Section 2 of this Supplemental Indenture are hereby deleted.


 


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4.             EFFECTIVENESS;
OPERATIVENESS


This
Supplemental Indenture shall become effective and binding upon the Company, the
Guarantors, the Trustee and the holders of Notes immediately upon its execution
and delivery by the parties hereto and shall become operative on and
simultaneously with the acceptance for purchase by the Company of all Notes
validly tendered and not validly withdrawn pursuant to the terms of the
Statement and the Consent and Letter of Transmittal.  In the event that the Offer and Consent
Solicitation are terminated or withdrawn, this Supplemental Indenture shall be
null and void.


5.             MISCELLANEOUS


 


                5.1.          Ratification of Indenture; Supplemental Indenture as
Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  Upon the execution and delivery
of this Supplemental Indenture by the Company, the Guarantors and the Trustee, and
this Supplemental Indenture becoming operative in accordance with the terms of
Section 4 hereof, this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.  Any and all references, whether within the
Indenture or in any notice, certificate or other instrument or document, shall
be deemed to include a reference to this Supplemental Indenture, unless the
context shall otherwise require.


 


                5.2.          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, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULE 327(b).


 


                5.3.          Counterparts. 
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


 


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


 


                5.5.          Entire Agreement. 
This Supplemental Indenture, together with the Indenture as amended
hereby, contains the entire agreement of the parties, and supersedes all other
representations, warranties, agreements and understandings between the parties,
oral or otherwise, with respect to the matters contained herein and therein.


 


                5.6.          Benefits of Supplemental Indenture.  Nothing in this Supplemental Indenture or the
Indenture, express or implied, shall give to any person, other than the parties
hereto and thereto and their successors hereunder and thereunder, and the
Holders, 


 


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any benefit of
any legal or equitable right, remedy or claim under the Indenture or the
Supplemental Indenture.


 


5.7.          Defined Terms.  Unless otherwise indicated, capitalized terms
used herein and not defined shall have the respective meanings given such terms
in the Indenture.


5.8.          Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts
with another provision of this Supplemental Indenture or the Indenture that is
required to be included by the Trust Indenture Act of 1939, as amended (the “Act”), as in force at the date this
Supplemental Indenture is executed, the provision required by the Act shall
control.


5.9.          Severability.  In case any one or more of the provisions of
this Supplemental Indenture shall be held invalid, illegal or unenforceable, in
any respect for any reason, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.


 


[Signatures on following page]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be executed as of the day and year first above written.


 


	
   

  	
   

  	
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCELLENT CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Stewart A. Fisher

  
	
   

  	
   

  	
  Name:  

  	
  Stewart A. Fisher

  
	
   

  	
   

  	
  Title: 

  	
  Chief Financial Officer, Vice
  President,

  Treasurer and Secretary

  



 


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  Guarantors:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  G&D,
  INC.

  	
   

  
	
   

  	
  NOBLE-MET,
  LTD.

  	
   

  
	
   

  	
  UTI
  CORPORATION

  	
   

  
	
   

  	
  SPECTRUM
  MANUFACTURING, INC.

  	
   

  
	
   

  	
  AMERICAN
  TECHNICAL MOLDING, INC.

  	
   

  
	
   

  	
  UTI
  HOLDING COMPANY

  	
   

  
	
   

  	
  MICRO-GUIDE,
  INC.

  	
   

  
	
   

  	
  VENUSA,
  LTD.

  	
   

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES, INC.

  	
   

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES, LLC

  	
   

  
	
   

  	
  BRIMFIELD
  ACQUISITION CORP.

  	
   

  
	
   

  	
  BRIMFIELD
  PRECISION, LLC

  	
   

  
	
   

  	
  KELCO
  ACQUISITION, LLC

  	
   

  
	
   

  	
  HAYDEN
  PRECISION INDUSTRIES, LLC

  	
   

  
	
   

  	
  NATIONAL
  WIRE & STAMPING, INC.

  	
   

  
	
   

  	
  PORTLYN,
  LLC

  	
   

  
	
   

  	
  TEXCEL,
  INC.

  	
   

  
	
   

  	
  CE
  HUNTSVILLE HOLDINGS CORP.

  	
   

  
	
   

  	
  MACHINING
  TECHNOLOGY GROUP, LLC

  	
   

  
	
   

  	
  TENAX,
  LLC

  	
   

  
	
   

  	
  THERMAT
  ACQUISITION CORP.

  	
   

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES

  	
   

  
	
   

  	
  NEWTON,
  INC.

  	
   

  
	
   

  	
  MEDSOURCE
  TECHNOLOGIES

  	
   

  
	
   

  	
  PITTSBURGH,
  INC.

  	
   

  
	
   

  	
  MEDSOURCE
  TRENTON, INC.

  	
   

  
	
   

  	
  CYCAM,
  INC.

  	
   

  
	
   

  	
  ELX,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stewart A. Fisher

  	
   

  
	
   

  	
  Name:  

  	
  Stewart A. Fisher

  	
   

  
	
   

  	
  Title: 

  	
  Chief Financial Officer, Vice
  President, Treasurer and Secretary of each of the Guarantors

  	
   

  



 


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  Trustee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard
  Prokosch

  	
   

  
	
   

  	
  Name: 

  	
  Richard
  Prokosch

  	
   

  
	
   

  	
  Title: 

  	
  Vice
  President

  	
   

  



 


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