Exhibit 4.4


 


CONSENT
TO AMENDMENT


 


WHEREAS, the undersigned (the “Shareholders”)
are party to, or successor in interest to a party to, that certain
Anti-Dilution Agreement (the “Anti-Dilution Agreement”), dated as of May 31,
2002 [sic], between the Shareholders and UTI Corporation (the “Company”), a
Maryland corporation formerly known as MDMI Holdings, Inc.;


 


WHEREAS, the Shareholders holding a majority
of the outstanding Preferred Shares and Convertible Shares (as defined in the
Anti-Dilution Agreement) have the right, pursuant to Section 8 of the
Anti-Dilution Agreement, to amend the Anti-Dilution Agreement;


 


WHEREAS, the Company desires to issue Class C
Redeemable Preferred Stock with attached $0.01 warrants exercisable into Class AB
Convertible Preferred Stock (collectively, including the issuance of the
underlying Class AB Convertible Preferred Stock (the “Class AB Stock”)
upon exercise of such warrants, the “Class C Units”);


 


WHEREAS, pursuant to the terms of the
Anti-Dilution Agreement, the Shareholders may be entitled to an Adjustment
Right (as such term is defined in the Anti-Dilution Agreement) in connection
with the Company’s issuance of the Class C Units;


 


WHEREAS, the Shareholders desire to agree to
set the amount of the Adjustment Right in connection with the Company’s
issuance of the Class C Units;


 


WHEREAS, the Shareholders desire to relieve
the Company of its obligation to prepare and file the certificate identified in
Section 6(i) of the Anti-Dilution Agreement including, without
limitation, the report of independent public accountants associated therewith
(the “Adjustment Certificate”);


 


WHEREAS, the Shareholders desire to clarify
certain provisions of Section 4 of the Anti-Dilution Agreement; and


 


WHEREAS, capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Anti-Dilution
Agreement.


 


NOW THEREFORE, for good and valuable
consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged and pursuant to Section 8 of the Anti-Dilution Agreement:


 


1.             In
connection with the Company’s issuance of the Class C Units including,
without limitation, the issuance of the Class AB Stock and the common
stock issuable upon conversion of the Class AB Stock, (a) the
aggregate Adjustment Right shall be 34,000 shares to be allocated pro rata
among the Holders in accordance with their current holdings of Shares and (b) the
Company is relieved of its obligation to prepare and file the Adjustment
Certificate; provided, however, that the Company will provide notice of the
Adjustment Rights to the Holders pursuant to Section 6(ii) of the
Anti-Dilution Agreement.


 


2.             Section 4(a)(2) of
the Anti-Dilution Agreement is deleted in its entirety and replaced with the
following:


 


“(2) Common Stock issued as consideration
for the acquisition of any person, or”


 


3.             Section 4(b)(1) of
the Anti-Dilution Agreement is deleted in its entirety and replaced with the
following:


 


“(1) convertible securities issued as
consideration for the acquisition of any person; provided that such securities
are substantially similar to the Class A-1 Convertible Preferred Stock of
the Company (except as to liquidation preference),”


 


4.             Except
as expressly set forth herein, the terms, provisions and conditions of the
Anti-Dilution Agreement shall remain in full force and effect and are in all
respects hereby ratified and confirmed. Other than as specifically provided
herein, this Amendment shall not operate as a waiver or


 





















 


amendment of any right, power
or privilege of any Shareholder under the Anti-Dilution Agreement or of any
other term or condition of the Anti-Dilution Agreement. This Amendment shall
not be construed in any manner to establish (or indicate) any course of dealing
on any Shareholder’s part, including, without limitation, the providing of any
notice or the requesting of any acknowledgement with respect to any future
amendment, waiver, supplement or other modification to the Anti-Dilution
Agreement or any arrangement contemplated thereby.


 


5.             This
Amendment may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatories thereto and hereto were
upon the same instrument.


 


IN WITNESS WHEREOF, the Shareholders have
executed this Amendment as of the 27th day of February, 2003.


 


	
   

  	
  DLJ INVESTMENT PARTNERS II, LP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL ISIKOW

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Isikow

  
	
   

  	
   

  	
  Title:

  	
  Attorney in Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL ISIKOW

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Isikow

  
	
   

  	
   

  	
  Title:

  	
  Attorney in Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJIP II HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL ISIKOW

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Isikow

  
	
   

  	
   

  	
  Title:

  	
  Attorney in Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITY LIFE OF DENVER

  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UTI CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN D. NEUMANN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven D. Neumann

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Assistant Secretary

  
							



 


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