Exhibit 10.2


 


EXECUTION COPY


 


GUARANTEE


 


GUARANTEE dated as of November 22, 2005,
made among ACCELLENT ACQUISITION CORP., a Delaware corporation (“Holdings”)
and each of the subsidiaries of the Borrower (as defined below) listed on Annex
A hereto (each such subsidiary individually, a “Subsidiary Guarantor”
and, collectively, the “Subsidiary Guarantors”; the Subsidiary
Guarantors and Holdings are referred to collectively as the “Guarantors”)
and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the lenders (the “Lenders”) from time to time parties to
the CREDIT AGREEMENT dated as of the date hereof, among ACCELLENT MERGER SUB
INC., a Maryland corporation (“Merger Sub”), a wholly owned subsidiary
of Holdings, which shall merge (the “Merger”) with and into ACCELLENT
INC., a Delaware corporation (“Target” and immediately upon the
consummation of the Merger with Target as the surviving entity and its
assumption of the obligations of Merger Sub by operation of law, the “Borrower”),
Holdings, the Borrower, the Lenders, J.P. MORGAN
SECURITIES INC., as joint lead arranger and joint bookrunner (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner”), CREDIT SUISSE, as
joint lead arranger and joint bookrunner and syndication agent (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner” and “Syndication
Agent”), the Administrative Agent and LEHMAN COMMERCIAL PAPER INC. as
documentation agent (in such capacity, the “Documentation Agent”).


 


W I  T  N  E
S  S  E  T  H:


 


WHEREAS, (a) pursuant
to the Credit Agreement, the Lenders have severally agreed to make Loans to the
Borrower and the Letter of Credit Issuers have agreed to issue Letters of
Credit for the account of the Borrower (collectively, the “Extensions of
Credit”) upon the terms and subject to the conditions set forth therein and
(b) one or more Lenders or affiliates of Lenders may from time to time
enter into Hedge Agreements with the Borrower;


 


WHEREAS, each
Subsidiary Guarantor is a Domestic Subsidiary of the Borrower;


 


WHEREAS, the
proceeds of the Extensions of Credit will be used in part to enable the Borrower
to make valuable transfers to the Subsidiary Guarantors in connection with the
operation of their respective businesses;


 


WHEREAS, each
Guarantor acknowledges that it will derive substantial direct and indirect
benefit from the making of the Extensions of Credit; and


 


WHEREAS, it is
a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuers to make their respective Extensions of Credit to the Borrower under the


 





















 


Credit
Agreement that the Guarantors shall have executed and delivered this Guarantee
to the Administrative Agent for the benefit of the Secured Parties;


 


NOW,
THEREFORE, in consideration of the premises and to induce the Administrative
Agent, the Syndication Agent, the Documentation Agent, the Lenders and the Letter
of Credit Issuers to enter into the Credit Agreement and to induce the Lenders
and the Letter of Credit Issuers to make their respective Extensions of Credit
to the Borrower under the Credit Agreement and to induce one or more Lenders or
affiliates of Lenders to enter into Hedge Agreements with the Borrower, the
Guarantors hereby agree with the Administrative Agent, for the benefit of the Secured
Parties, as follows:


 


1.                                       Defined
Terms.


 


(a)                                  Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


(b)                                 As
used herein, the term “Obligations” means the collective reference to (i) the
due and punctual payment of (x) the principal of and premium, if any, and
interest at the applicable rate provided in the Credit Agreement (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, (y) each payment
required to be made by the Borrower under the Credit Agreement in respect of
any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide
cash collateral, and (z) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Borrower
or any other Credit Party to any of the Secured Parties under the Credit
Agreement and the other Credit Documents, (ii) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the Borrower
under or pursuant to the Credit Agreement and the other Credit Documents, (iii) the
due and punctual payment and performance of all the covenants, agreements,
obligations and liabilities of each other Credit Party under or pursuant to
this Guarantee or the other Credit Documents, (iv) the due and punctual
payment and performance of all obligations of each Credit Party under each
Hedge Agreement that (x) is in effect on the Closing Date with a counterparty
that is a Lender or an affiliate of a Lender as of the Closing Date or
(y) is entered into after the Closing Date with any counterparty that is a
Lender or an affiliate of a Lender at the time such Hedge Agreement is entered
into and (v) the due and punctual payment and performance of all
obligations in respect of overdrafts and related liabilities owed to the
Administrative Agent or its affiliates arising from or in connection with
treasury, depositary or cash management services or in connection with any
automated clearinghouse transfer of funds.


 


(c)                                  As
used herein, the term “Secured Parties” means (i) the Lenders, (ii) the
Letter of Credit Issuers, (iii) the Swingline Lender, (iv) the
Administrative Agent, (v) the Syndication Agent, (vi) the Documentation
Agent, (vii) each counterparty to a Hedge Agreement the obligations under
which constitute Obligations, (viii) the beneficiaries of each


 


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indemnification obligation undertaken by any
Credit Party under any Credit Document and (ix) any successors, indorsees,
transferees and assigns of each of the foregoing.


 


(d)                                 References
to “Lenders” in this Guarantee shall be deemed to include affiliates of Lenders
that may from time to time enter into Hedge Agreements with the Borrower.


 


(e)                                  The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Guarantee shall refer to this Guarantee as a whole and not to any
particular provision of this Guarantee, and Section references are to
Sections of this Guarantee unless otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(f)                                    The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


2.                                       Guarantee.


 


(a)                                  Subject
to the provisions of Section 2(b), each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably, guarantees, as primary obligor
and not merely as surety, to the Administrative Agent, for the benefit of the
Secured Parties, the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.


 


(b)                                 Anything
herein or in any other Credit Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Credit Documents
shall in no event exceed the amount that can be guaranteed by such Guarantor
under applicable laws relating to the insolvency of debtors.


 


(c)                                  Each
Guarantor further agrees to pay any and all expenses (including all reasonable fees
and disbursements of counsel) that may be paid or incurred by the
Administrative Agent or any other Secured Party in enforcing, or obtaining
advice of counsel in respect of, any rights with respect to, or collecting, any
or all of the Obligations and/or enforcing any rights with respect to, or collecting
against, such Guarantor under this Guarantee.


 


(d)                                 Each
Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing
this Guarantee or affecting the rights and remedies of the Administrative Agent
or any other Secured Party hereunder.


 


(e)                                  No
payment or payments made by the Borrower, any of the Guarantors, any other guarantor
or any other Person or received or collected by the Administrative Agent or any
other Secured Party from the Borrower, any of the Guarantors, any other guarantor
or any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder, which shall,
notwithstanding any such payment or payments other than payments made by such
Guarantor in


 


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respect of the Obligations or payments
received or collected from such Guarantor in respect of the Obligations, remain
liable for the Obligations up to the maximum liability of such Guarantor hereunder
until the Obligations under the Credit Documents are paid in full, the
Commitments are terminated and no Letters of Credit shall be outstanding.


 


(f)                                    Each
Guarantor agrees that whenever, at any time, or from time to time, it shall
make any payment to the Administrative Agent or any other Secured Party on account
of its liability hereunder, it will notify the Administrative Agent in writing
that such payment is made under this Guarantee for such purpose.


 


3.                                       Right
of Contribution.  Each Guarantor
hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall
in no respect limit the obligations and liabilities of any Guarantor to the
Administrative Agent and the other Secured Parties, and each Guarantor shall
remain liable to the Administrative Agent and the other Secured Parties for the
full amount guaranteed by such Guarantor hereunder.


 


4.                                       Right
of Set-off.  In addition to any
rights and remedies of the Secured Parties provided by law, each Guarantor
hereby irrevocably authorizes each Secured Party at any time and from time to time
following the occurrence and during the continuance of an Event of Default
without notice to such Guarantor or any other Guarantor, any such notice being
expressly waived by each Guarantor, upon any amount becoming due and payable by
such Guarantor hereunder (whether at stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Secured Party to or for the credit
or the account of such Guarantor.  Each
Secured Party shall notify such Guarantor promptly of any such set-off and the
appropriation and application made by such Secured Party, provided that
the failure to give such notice shall not affect the validity of such set-off
and application.


 


5.                                       No
Subrogation.  Notwithstanding any
payment or payments made by any of the Guarantors hereunder or any set-off or
appropriation and application of funds of any of the Guarantors by the
Administrative Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights of the Administrative Agent or any other
Secured Party against the Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Administrative Agent or
any other Secured Party for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from
the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and
the other Secured Parties by the Credit Parties on account of the Obligations
under the Credit Documents are paid in full, the Commitments are terminated and
no Letters of Credit shall be outstanding. 
If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all the Obligations shall not have been
paid in full, such amount shall be held by such Guarantor in


 


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trust for the Administrative Agent and the
other Secured Parties, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative
Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the
Obligations, whether due or to become due, in such order as the Administrative
Agent may determine.


 


6.                                       Amendments,
etc. with Respect to the Obligations; Waiver of Rights.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, (a) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by such party and any of the
Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in
connection therewith and the Hedge Agreements and any other documents executed
and delivered in connection therewith and any documents entered into with the
Administrative Agent or any of its affiliates in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Hedge Agreement or
documents entered into with the Administrative Agent or any of its affiliates
in connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds, the party
thereto) may deem advisable from time to time, and (d) any collateral security,
guarantee or right of offset at any time held by the Administrative Agent or
any other Secured Party for the payment of the Obligations may be sold,
exchanged, waived, surrendered or released. 
Neither the Administrative Agent nor any other Secured Party shall have
any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Obligations or for this Guarantee or any property
subject thereto.  When making any demand
hereunder against any Guarantor, the Administrative Agent or any other Secured
Party may, but shall be under no obligation to, make a similar demand on the Borrower
or any Guarantor or guarantor, and any failure by the Administrative Agent or
any other Secured Party to make any such demand or to collect any payments from
the Borrower or any Guarantor or guarantor or any release of the Borrower or
any Guarantor or guarantor shall not relieve any Guarantor in respect of which
a demand or collection is not made or any Guarantor not so released of its
several obligations or liabilities hereunder, and shall not impair or affect
the rights and remedies, express or implied, or as a matter of law, of the
Administrative Agent or any other Secured Party against any Guarantor.  For the purposes hereof, “demand” shall
include the commencement and continuance of any legal proceedings.


 


7.                                       Guarantee
Absolute and Unconditional.  Each
Guarantor waives any and all notice of the creation, contraction, incurrence,
renewal, extension, amendment, waiver or accrual of any of the Obligations, and
notice of or proof of reliance by the Administrative Agent or any other Secured
Party upon this Guarantee or acceptance of this Guarantee, the Obligations or
any of them, shall conclusively be deemed to have been created, contracted or
incurred, or


 


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renewed, extended, amended, waived or
accrued, in reliance upon this Guarantee; and all dealings between the Borrower
and any of the Guarantors, on the one hand, and the Administrative Agent and
the other Secured Parties, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this Guarantee.  Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the Borrower
or any of the Guarantors with respect to the Obligations.  Each Guarantor understands and agrees that this
Guarantee shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of the Credit Agreement, any other Credit Document, any Letter
of Credit or any Hedge Agreement, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or
any other Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) that may at any time be available to
or be asserted by the Borrower against the Administrative Agent or any other
Secured Party or (c) any other circumstance whatsoever (with or without
notice to or knowledge of the Borrower or such Guarantor) that constitutes, or
might be construed to constitute, an equitable or legal discharge of the Borrower
for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy
or in any other instance.  When pursuing
its rights and remedies hereunder against any Guarantor, the Administrative
Agent and any other Secured Party may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Borrower or any
other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any other Secured Party to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person
or any such collateral security, guarantee or right of offset, shall not
relieve such Guarantor of any liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent and the other Secured Parties
against such Guarantor.  This Guarantee
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon each Guarantor and the successors and assigns
thereof, and shall inure to the benefit of the Administrative Agent and the
other Secured Parties, and their respective successors, indorsees, transferees
and assigns, until all the Obligations under the Credit Documents shall have
been satisfied by payment in full, the Commitments shall be terminated and no
Letters of Credit shall be outstanding (other than any Letters of Credit that
shall have been cash collateralized or otherwise provided for in a manner
satisfactory to the Letter of Credit Issuer in respect thereof), notwithstanding
that from time to time during the term of the Credit Agreement and any Hedge
Agreement the Credit Parties may be free from any Obligations.  A Guarantor shall automatically be released
from its obligations hereunder and the Guarantee of such Guarantor shall be
automatically released upon the consummation of any transaction permitted by
the Credit Agreement as a result of which such Guarantor ceases to be a
Domestic Subsidiary of the Borrower.  In
connection with any such release, the Administrative Agent shall execute and
deliver to any Guarantor, at such Guarantor’s expense, all documents that such
Guarantor shall reasonably request to evidence such termination or
release.  Any execution and delivery of
documents pursuant to the preceding sentence of this Section 7 shall be
without recourse to or warranty by the Administrative Agent.


 


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8.                                       Reinstatement.  This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any other Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as
though such payments had not been made.


 


9.                                       Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the Administrative Agent’s Office.


 


10.                                 Representations
and Warranties; Covenants.


 


(a)                                  Each
Guarantor hereby represents and warrants that the representations and
warranties set forth in Section 8 of the Credit Agreement as they relate
to such Guarantor or in the other Credit Documents to which such Guarantor is a
party, each of which is hereby incorporated herein by reference, are true and
correct, and the Administrative Agent and each other Secured Party shall be
entitled to rely on each of them as if they were fully set forth herein.


 


(b)                                 Each
Guarantor hereby covenants and agrees with the Administrative Agent and each
other Secured Party that, from and after the date of this Guarantee until the
Obligations under the Credit Documents are paid in full, the Commitments are
terminated and no Letter of Credit remains outstanding, such Guarantor shall
take, or shall refrain from taking, as the case may be, all actions that are
necessary to be taken or not taken so that no violation of any provision,
covenant or agreement contained in Section 9 or 10 of the Credit
Agreement, and so that no Default or Event of Default, is caused by any act or
failure to act of such Guarantor or any of its Subsidiaries.


 


11.                                 Authority
of Agent.  Each Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any
option, right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Guarantee shall, as between the
Administrative Agent and the other Secured Parties, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and such
Guarantor, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or
refrain from acting, and no Guarantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.


 


12.                                 Notices.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 13.2 of the Credit
Agreement.  All communications and
notices hereunder to each Guarantor shall be given to it in care of the
Borrower at the Borrower’s address set forth in Section 13.2 of the Credit
Agreement.


 


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13.                                 Counterparts.  This Guarantee may be executed by one or more
of the parties to this Guarantee on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Guarantee signed by all the parties shall be lodged with the Administrative
Agent and the Borrower.


 


14.                                 Severability.  Any provision of this Guarantee that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


15.                                 Integration.  This Guarantee represents the agreement of
each Guarantor and the Administrative Agent with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any other Secured Party relative to the subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 


16.                                 Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)                                  None
of the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the affected
Guarantor(s) and the Administrative Agent in accordance with Section 13.1
of the Credit Agreement.


 


(b)                                 Neither
the Administrative Agent nor any other Secured Party shall by any act (except
by a written instrument pursuant to Section 16(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising,
on the part of the Administrative Agent or any other Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any
other Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Administrative Agent
or any Secured Party would otherwise have on any future occasion.


 


(c)                                  The
rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.


 


17.                                 Section Headings.  The Section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


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18.                                 Successors
and Assigns.  This Guarantee shall be
binding upon the successors and assigns of each Guarantor and shall inure to
the benefit of the Administrative Agent and the other Secured Parties and their
respective successors and assigns except that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Guarantee without the
prior written consent of the Administrative Agent.


 


19.                                 Additional
Guarantors.  Each Subsidiary of the
Borrower that is required to become a party to this Guarantee pursuant to Section 9.11
of the Credit Agreement shall become a Guarantor, with the same force and
effect as if originally named as a Guarantor herein, for all purposes of this
Guarantee upon execution and delivery by such Subsidiary of a Supplement in the
form of Annex B hereto.  The execution
and delivery of any instrument adding an additional Guarantor as a party to
this Guarantee shall not require the consent of any other Guarantor
hereunder.  The rights and obligations of
each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Guarantee.


 


20.                               WAIVER OF JURY TRIAL.  EACH
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


21.                                 Submission
to Jurisdiction; Waivers.  Each
Guarantor hereby irrevocably and unconditionally:


 


(a)                                  submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Credit Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and
appellate courts from any thereof;


 


(b)                                 consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)                                  agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address
referred to in Section 12 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d)                                 agrees
that nothing herein shall affect the right of the Administrative Agent or any
other Secured Party to effect service of process in any other manner permitted
by law or shall limit the right of the Administrative Agent or any other
Secured Party to sue in any other jurisdiction; and


 


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(e)                                  waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 21
any special, exemplary, punitive or consequential damages.


 


22.                               GOVERNING
LAW.  THIS GUARANTEE AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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IN WITNESS
WHEREOF, each of the undersigned has caused this Guarantee to be duly executed
and delivered by its duly authorized officer as of the day and year first above
written.


 


	
   

  	
  ACCELLENT
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James C.
  Momtazee

  
	
   

  	
   

  	
  Name: James
  C. Momtazee

  
	
   

  	
   

  	
  Title:
  Treasurer and Assistant Secretary

  



 





















 


	
  SIGNATURE PAGE TO THE
  GUARANTEE DATED AS OF

  NOVEMBER 22, 2005, AMONG ACCELLENT ACQUISITION CORP.,

  EACH OF THE SUBSIDIARIES OF ACCELLENT INC. LISTED ON

  ANNEX A HERETO, AND JPMORGAN CHASE BANK, N.A., AS

  ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO

  TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO

  THEREIN.

  
	
   

  
	
   

  	
  SUBSIDIARY
  GUARANTORS:

   

  ACCELLENT
  CORP.

  AMERICAN TECHNICAL MOLDING, INC.

  BRIMFIELD ACQUISITION CORP.

  BRIMFIELD PRECISION, LLC

  CE HUNTSVILLE HOLDINGS CORP.

  CYCAM, INC.

  ELX, INC.

  G&D, INC. d/b/a STAR GUIDE CORPORATION

  HAYDEN PRECISION INDUSTRIES, LLC

  KELCO ACQUISITION LLC

  MACHINING TECHNOLOGY GROUP, LLC

  MEDSOURCE TECHNOLOGIES, INC.

  MEDSOURCE TECHNOLOGIES, LLC

  MEDSOURCE TECHNOLOGIES, NEWTON INC.

  MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.

  MEDSOURCE TRENTON, INC.

  MICRO-GUIDE, INC.

  NATIONAL WIRE & STAMPING, INC.

  NOBLE-MET, LTD.

  PORTLYN, LLC

  SPECTRUM MANUFACTURING, INC.

  TENAX, LLC

  TEXCEL, INC.

  THERMAT ACQUISITION CORP.

  UTI CORPORATION

  UTI HOLDING COMPANY

  VENUSA, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stewart A. Fisher

  	
   

  
	
   

  	
   

  	
  Name: Stewart A. Fisher

  
	
   

  	
   

  	
  Title: Chief Financial Officer, Vice President,

  Treasurer and Secretary

  



 





















 


	
  SIGNATURE PAGE TO THE
  GUARANTEE DATED AS OF

  NOVEMBER 22, 2005, AMONG ACCELLENT ACQUISITION CORP.,

  EACH OF THE SUBSIDIARIES OF ACCELLENT INC. LISTED ON

  ANNEX A HERETO, AND JPMORGAN CHASE BANK, N.A., AS

  ADMINISTRATIVE AGENT FOR THE LENDERS FROM TIME TO

  TIME PARTIES TO THE CREDIT AGREEMENT REFERRED TO

  THEREIN.

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Borden

  	
   

  
	
   

  	
   

  	
  Name: Bruce
  Borden

  
	
   

  	
   

  	
  Title: Vice
  President

  



 





















 


ANNEX A TO

THE GUARANTEE


 


SUBSIDIARY GUARANTORS


 


	
  Accellent
  Corp.

  
	
  American
  Technical Molding, Inc.

  
	
  Brimfield
  Acquisition Corp.

  
	
  Brimfield
  Precision, LLC

  
	
  CE
  Huntsville Holdings Corp.

  
	
  Cycam, Inc.

  
	
  ELX, Inc.

  
	
  G&D, Inc.
  d/b/a Star Guide Corporation

  
	
  Hayden
  Precision Industries, LLC

  
	
  Kelco
  Acquisition LLC

  
	
  Machining
  Technology Group, LLC

  
	
  MedSource Technologies, Inc.

  
	
  MedSource Technologies, LLC

  
	
  MedSource
  Technologies, Newton Inc.

  
	
  MedSource
  Technologies Pittsburgh, Inc.

  
	
  MedSource Trenton, Inc.

  
	
  Micro-Guide, Inc.

  
	
  National
  Wire & Stamping, Inc.

  
	
  Noble-Met,
  Ltd.

  
	
  Portlyn,
  LLC

  
	
  Spectrum
  Manufacturing, Inc.

  
	
  Tenax, LLC

  
	
  Texcel, Inc.

  
	
  Thermat
  Acquisition Corp.

  
	
  UTI
  Corporation

  
	
  UTI
  Holding Company

  
	
  Venusa,
  Ltd.

  



 





















 


ANNEX B TO

THE GUARANTEE


 


SUPPLEMENT NO. [  ] dated as of
[            ], 200[ 
] to the GUARANTEE dated as of November 22, 2005, among ACCELLENT
ACQUISITION CORP., a Delaware corporation (“Holdings”) and each of the
subsidiaries of the Borrower listed on Annex A to the Guarantee (each such subsidiary
individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary
Guarantors”; the Subsidiary Guarantors and Holdings are referred to collectively
as the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as administrative
agent (in such capacity, the “Administrative Agent”) for the lenders (the
“Lenders”) from time to time parties to the Credit Agreement referred to
below.


 


A.                                   Reference
is made to the CREDIT AGREEMENT dated as of November 22, 2005, among ACCELLENT
MERGER SUB INC., a Maryland corporation (“Merger Sub”), a wholly owned
subsidiary of Holdings which shall merge (the “Merger”) with and into
ACCELLENT INC., a Maryland corporation (“Target” and immediately upon
consummation of the Merger with Target as the surviving entity and its assumption
of the obligations of Merger Sub by operation of law, the “Borrower”), Holdings,
the Borrower, certain subsidiaries of the Borrower (each a “Subsidiary”
and, collectively, the “Subsidiaries”), the lending institutions from
time to time parties thereto (each a “Lender” and, collectively, the “Lenders”),
J.P. MORGAN
SECURITIES INC., as joint lead arranger and joint bookrunner (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner”), CREDIT SUISSE, as
joint lead arranger and joint bookrunner and syndication agent (in such
capacities, the “Joint Lead Arranger” and “Joint Bookrunner” and “Syndication
Agent”), JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) and LEHMAN COMMERCIAL PAPER INC. as documentation agent (in such
capacity “Documentation Agent”).


 


B.                                     Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Guarantee.


 


C.                                     The
Guarantors have entered into the Guarantee in order to induce the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and
to induce the Lenders and the Letter of Credit Issuers to make their respective
Extensions of Credit to the Borrower under the Credit Agreement and to induce
one or more Lenders or affiliates of Lenders to enter into Hedge Agreements
with the Borrower.  Section 9.11 of
the Credit Agreement and Section 19 of the Guarantee provide that
additional Subsidiaries may become Guarantors under the Guarantee by execution
and delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New
Guarantor”) is executing this Supplement in accordance with the requirements
of the Credit Agreement to become a Guarantor under the Guarantee in order to
induce the Lenders and the Letter of Credit Issuers to make additional
Extensions of Credit and as consideration for Extensions of Credit previously
made.


 





















 


Accordingly,
the Administrative Agent and each New Guarantor agrees as follows:


 


SECTION 1.  In accordance with Section 19 of the
Guarantee, each New Guarantor by its signature below becomes a Guarantor under
the Guarantee with the same force and effect as if originally named therein as
a Guarantor and each New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. Each reference to
a Guarantor in the Guarantee shall be deemed to include each New
Guarantor.  The Guarantee is hereby
incorporated herein by reference.


 


SECTION 2.  Each New Guarantor represents and warrants to
the Administrative Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Supplement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.  This Supplement
shall become effective as to each New Guarantor when the Administrative Agent
shall have received counterparts of this Supplement that, when taken together,
bear the signatures of such New Guarantor and the Administrative Agent.


 


SECTION 4.  Except as expressly supplemented hereby, the
Guarantee shall remain in full force and effect.


 


SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Guarantee, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 13.2 of the Credit
Agreement.  All communications and
notices hereunder to each New Guarantor shall be given to it in care of the
Borrower at the Borrower’s address set forth in Section 13.2 of the Credit
Agreement.


 


2





















 


SECTION 8.  Each New Guarantor agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Supplement, including the fees, disbursements and other charges of counsel for
the Administrative Agent.


 


3





















 


IN WITNESS
WHEREOF, each New Guarantor and the Administrative Agent have duly executed
this Supplement to the Guarantee as of the day and year first above written.


 


	
   

  	
  [NAME OF NEW
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: