Exhibit 4.2


 


Accellent Inc.


 


 


101⁄2% Senior Subordinated Notes
due 2013


 


 


Exchange
and Registration Rights Agreement


 


November 22,
2005


 


Credit
Suisse First Boston LLC


J.P.
Morgan Securities Inc.


Bear,
Stearns & Co. Inc.


As representatives of the several Purchasers


named in Schedule I to the Purchase Agreement


c/o
Credit Suisse First Boston LLC


Eleven Madison Avenue


New
York, New York 10010-3629


 


Ladies and Gentlemen:


 


Accellent Inc., a Maryland corporation (the “Company”), proposes to issue and sell
to the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) an aggregate of $305,000,000 principal amount of
its 101⁄2% Senior Subordinated Notes due
2013, which are guaranteed by the Guarantors identified in the Indenture (as
defined herein).  As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:


 


1.             Certain Definitions.  For purposes of
this Exchange and Registration Rights Agreement, the following terms shall have
the following respective meanings:


 


“Base Interest” shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing Date” shall mean the date on which the Securities are
initially issued.


 


“Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


 


“Effective Time,” in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange Offer
Registration Statement effective or as of which the Exchange Offer Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the


 


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Commission declares the Shelf Registration Statement
effective or as of which the Shelf Registration Statement otherwise becomes
effective.


 


“Electing Holder”
shall mean any holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or
3(d)(iii) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.


 


“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Offer Registration
Statement”
shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.


 


“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Guarantors” shall have the meaning assigned thereto in the
Indenture.


 


The term “holder” shall
mean each of the Purchasers and other persons who acquire Registrable Securities
from time to time (including any successors or assigns), in each case for so
long as such person owns any Registrable Securities.


 


“Indenture” shall mean the Indenture, dated as of November 22,
2005, among the Company, the Guarantors and The Bank of New York,
as Trustee, as the same shall be amended from time to time.


 


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.


 


The term “person” shall
mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase Agreement” shall mean, collectively, the Purchase Agreement, dated
as of November 17, 2005, among the Purchasers, the Guarantors, Accellent Merger Sub Inc. and the Company
relating to the Securities, and the counterparts to such agreement executed by
certain of the Guarantors.


 


“Purchasers” shall mean the Purchasers named in Schedule I to
the Purchase Agreement.


 


“Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security
when (i) in the circumstances contemplated by Section 2(a) hereof,
the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided that any Exchange Security
that, pursuant to the last two sentences of Section 2(a), is included in a
prospectus for use in connection with resales by broker-dealers shall be deemed
to be a Registrable Security with respect to Sections 5, 6 and 9 until resale
of such Registrable Security has been effected within the 210-day period
referred to in Section 2(a)) (ii) in the circumstances
contemplated by Section 2(b) hereof, a Shelf Registration Statement
registering such Security under the Securities Act has been declared or becomes
effective and such Security has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner


 


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contemplated by such effective Shelf Registration
Statement; (iii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; (iv) such Security
is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
Security shall cease to be outstanding.


 


“Registration Default” shall have the meaning assigned thereto in Section 2(d) hereof.


 


“Registration Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted Holder” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires
Exchange Securities outside the ordinary course of such holder’s business, (iii) a
holder who has arrangements or understandings with any person to participate in
the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,” “Rule 405”
and “Rule 415”
shall mean, in each case, such rule promulgated under the Securities Act
(or any successor provision), as the same shall be amended from time to time.


 


“Securities” shall mean, collectively, the 101⁄2% Senior Subordinated Notes due 2013 of the Company to be issued
and sold to the Purchasers, and securities issued in exchange therefor or in
lieu thereof pursuant to the Indenture.


 


“Securities Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Special Interest” shall have the meaning assigned thereto in Section 2(d) hereof.


 


“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration
Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Exchange and Registration Rights
Agreement as a whole and not to any particular Section or other
subdivision.


 


2.          Registration Under the Securities Act.


 


(a)   Except as set forth in Section 2(b) below, the
Company and the Guarantors agree to file under the Securities Act, no later
than 120 days after the Closing Date, a registration statement relating to an
offer to exchange (such registration statement, the “Exchange Offer


 


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Registration Statement”, and such offer, the “Exchange
Offer”) any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees
are substantially identical to the Securities and
the related Guarantees, respectively (and are
entitled to the benefits of a trust indenture which is substantially identical
to the Indenture or is the Indenture and which has been qualified under the
Trust Indenture Act), except that they have been registered pursuant to an
effective registration statement under the Securities Act and do not contain
provisions for the Special Interest contemplated in Section 2(d) below
(such new debt securities hereinafter called “Exchange Securities”).  The Company and the Guarantors agree to use
all commercially reasonable efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 210 days
after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Company and
the Guarantors further agree to use all commercially reasonable efforts to
consummate the Exchange Offer no later than 30 business days after such
registration statement has become effective, hold the Exchange Offer open for
at least 30 days, or longer, if required by the federal securities laws, and exchange Exchange Securities for all Registrable Securities
that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have
been “completed” only if the debt securities and related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and the Exchange Act and without material
restrictions under the blue sky or securities laws of a substantial majority of
the States of the United States of America. The Exchange Offer shall be deemed
to have been completed upon the earlier to occur of (i) the Company having
exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is at least 30
days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Offer Registration
Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a broker-dealer and (y) to keep such Exchange Offer
Registration Statement effective for a period (the “Resale Period”) beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 180th day after the Exchange Offer has
been completed or such time as such broker-dealers no longer own any
Registrable Securities.  With respect to
such Exchange Offer Registration Statement, such holders shall have the benefit
of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof.


 


(b)   If (i) the Company and the Guarantors are not (A) required
to file the Exchange Offer Registration Statement or (B) permitted to
consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy; or (ii) any holder of Registrable
Securities notifies the Company prior to the 20th business day
following consummation of the Exchange Offer that (A) such holder was
prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such holder may not resell the Exchange Securities acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such holder or (C) such
holder is a broker-dealer and holds Registrable Securities acquired directly
from the Company or an affiliate of the Company, then the Company and the
Guarantors shall, in lieu of (or, in the case of clause (ii), in addition to)
conducting the Exchange Offer contemplated by Section 2(a), use


 


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all commercially reasonable efforts to file under the
Securities Act no later than the later of 30 days after the time such
obligation to file arises (but no earlier than 120 days after the Closing
Date), a “shelf” registration statement providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that
may be adopted by the Commission (such filing, the “Shelf Registration” and
such registration statement, the “Shelf Registration Statement”). The Company
and the Guarantors agree to use all commercially reasonable efforts (x) to
cause the Shelf Registration Statement to be declared effective by the
Commission on or prior to 90 days after the filing of such Shelf Registration
Statement (but no earlier than 210 days following the Closing Date) and to keep
such Shelf Registration Statement continuously effective until the later of (A) the
date on which no broker-dealer making a market in the Exchange Securities is
deemed to be an affiliate of the Company and (B) the earlier of the second
anniversary of the Effective Time or such earlier time as there are no longer
any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder, and (y) after the Effective Time of the
Shelf Registration Statement, promptly upon the request of any holder of
Registrable Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement, provided, however,
that nothing in this Clause (y) shall (A) relieve any such holder of the
obligation to return a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(iii) hereof or (B) require
the Company or the Guarantors to file more than one post-effective amendment to
the Shelf Registration Statement in any 45-day period. The Company and the
Guarantors further agree to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company and the Guarantors
for such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, and the Company agrees to
furnish to each Electing Holder copies of any such supplement or amendment
prior to its being used or promptly following its filing with the Commission.
Notwithstanding the foregoing, no broker-dealer that is an affiliate of the
Company shall be required to give notice within the time period specified in
the first sentence of this Section 2(b) in order to maintain its
registration rights pursuant to this Section 2.


 


(c)   Notwithstanding the foregoing, the Company may issue a
notice that the Shelf Registration Statement is no longer effective or the
prospectus included therein is no longer usable for offers and sales of
Registrable Securities covered by the Shelf Registration Statement for a period
not to exceed 60 days in the aggregate in any twelve-month period (a “suspension
period”) if (i) such action is required by applicable law; or (ii) due
to the existence of material non-public information, disclosure of such
material non-public information would be required to make the statements
contained in the applicable registration statement not misleading (including
for the avoidance of doubt, the pendancy of an acquisition, disposition or
public or private offering by the Company), and the Company has a bona fide
business purpose for preserving as confidential such material non-public
information (other than avoidance of its obligations hereunder); provided that (x) the Company promptly thereafter complies
with the requirements of Section 3(d) hereof and (y) the required
period of effectiveness for the Shelf Registration Period set forth in Section 2(b) hereof
shall be extended by the number of days during which such Shelf Registration
Statement was not effective or usable pursuant to the foregoing provisions.


 


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(d)   In the event that (i) the Company and the Guarantors
have not filed the Exchange Offer Registration Statement or Shelf Registration
Statement on or before the date on which such registration statement is
required to be filed pursuant to Section 2(a) or 2(b), respectively,
or (ii) such Exchange Offer Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission
on or before the date on which such registration statement is required to
become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been consummated within
60 business days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Offer Registration Statement
or Shelf Registration Statement required by Section 2(a) or 2(b) hereof
is filed and declared effective but shall thereafter either be withdrawn by the
Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of
the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a “Registration Default”
and each period during which a Registration Default has occurred and is
continuing, a “Registration Default Period”), then, as liquidated damages for
such Registration Default, subject to the provisions of Section 9(b),
special interest (“Special Interest”) (such Special Interest to be calculated
by the Company), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per
$1,000 principal amount of Registrable Securities held by such holder for the first 90 days of the Registration
Default Period. The amount of Special Interest shall increase by an additional
$.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of Special Interest for all Registration Defaults of $.20 per week per $1,000
principal amount of Registrable
Securities.


 


(e)   The Company shall take, and shall cause the Guarantors to
take, all actions reasonably
necessary or advisable to be taken by it to ensure that the transactions
contemplated herein are effected as so contemplated, including all actions
reasonably necessary or advisable to register the Guarantees under the
registration statement contemplated in Section 2(a) or 2(b) hereof,
as applicable.


 


(f)    Any reference herein to a registration statement as of
any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


 


3.     Registration Procedures.


 


If the Company and
the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:


 


(a)   At or before the Effective Time of the Exchange
Registration or the Shelf Registration, as the case may be, the Company shall
qualify the Indenture under the Trust Indenture Act of 1939.


 


(b)   In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.


 


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(c)   In connection with the Company’s and the Guarantor’s
obligations with respect to the registration of Exchange Securities as
contemplated by Section 2(a) (the “Exchange Registration”), if
applicable, the Company and the Guarantors shall, as soon as practicable (or as
otherwise specified):


 


(i)        prepare and file with the Commission no later than 120
days after the Closing Date, an Exchange Offer Registration Statement on any
form which may be utilized by the Company and which shall permit the Exchange
Offer and resales of Exchange Securities by broker-dealers during the Resale
Period to be effected as contemplated by Section 2(a), and use all
commercially reasonable efforts to have the Exchange Offer Registration
Statement declared effective no later than 210 days after the Closing Date;


 


(ii)       prepare and file with the Commission such amendments and
supplements to such Exchange Offer Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Exchange Offer Registration Statement for the periods and purposes contemplated
in Section 2(a) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Exchange Offer Registration Statement, and promptly provide each
broker-dealer holding Exchange Securities with such number of copies of the
prospectus included therein (as then amended or supplemented), in conformity in
all material respects with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder,
as such broker-dealer reasonably may request prior to the expiration of the
Resale Period, for use in connection with resales of Exchange Securities;


 


(iii)      promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration statement, and
confirm such advice in writing, (A) when such Exchange Offer Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to
such Exchange Offer Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission
and by the blue sky or securities commissioner or regulator of any state with
respect thereto on,  or any request by
the Commission for amendments or supplements to or additional information
relating to, such Exchange Offer Registration Statement or prospectus, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of such Exchange Offer Registration Statement or the initiation or threatening
of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Exchange Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, or (F) at
any time during the Resale Period when a prospectus is required to be delivered
under the Securities Act, that such Exchange Offer Registration Statement,
prospectus, prospectus amendment or supplement or post-effective amendment does
not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder or contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading;


 


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(iv)     in the event that the Company and the Guarantors would be
required, pursuant to Section 3(c)(iii)(F) above, to notify any
broker-dealers holding Exchange Securities, without delay prepare and furnish
to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission
thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;


 


(v)      use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange Offer
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;


 


(vi)     use all commercially reasonable efforts to (A) register
or qualify the Exchange Securities under the securities laws or blue sky laws
of such jurisdictions as are contemplated by Section 2(a) no later
than the commencement of the Exchange Offer, (B) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions
as may be reasonably necessary or advisable to enable each broker-dealer
holding Exchange Securities to consummate the disposition thereof in such
jurisdictions; provided, however, that neither
the Company nor any of the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this Section 3(c)(vi),
(2) consent to general service of process in any such jurisdiction or (3) make
any changes to its certificate of incorporation or by-laws or any agreement
between it and its stockholders;


 


(vii)    use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the
Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period;


 


(viii)   provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and


 


(ix)      comply with all applicable rules and regulations of
the Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Offer Registration Statement, an earnings statement of the Company and
its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(d)   In connection with the Company’s and the Guarantors’
obligations with respect to the Shelf Registration, if applicable, the Company
and the Guarantors shall:


 


(i)            use all commercially reasonable efforts to prepare and
file with the Commission, within the time periods specified in Section 2(b),
a Shelf Registration Statement on any form which may be utilized by the Company
and which shall register all of the Registrable Securities for resale by the holders
thereof in


 


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accordance with such method or methods of disposition as
may be specified by such of the holders as, from time to time, may be Electing
Holders and to cause such Shelf Registration Statement to become effective
within the time periods specified in Section 2(b);


 


(ii)           not less than 30 calendar days prior to the
Effective Time of the Shelf Registration Statement, mail the Notice and
Questionnaire to the holders of Registrable Securities; no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any
time, unless such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall
have at least 28 calendar days from the date on which the Notice and
Questionnaire is first mailed to such holders to return a completed and signed
Notice and Questionnaire to the Company;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that the Company shall not be
required (A) to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire
to the Company and (B) nothing in this clause (iii) shall require the
Company or the Guarantors to file more than one post-effective amendment to the
Shelf Registration Statement in any 45-day period;


 


(iv)          as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf Registration Statement
and the prospectus included therein as may be necessary to effect and maintain
the effectiveness of such Shelf Registration Statement for the period specified
in Section 2(b) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders copies
of any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission;


 


(v)           comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;


 


(vi)          provide (A) the Electing Holders, (B)  the
underwriters (which term, for purposes of this Exchange and Registration Rights
Agreement, shall include a person deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any
sales or placement agent therefor, (D) counsel for any such underwriter or
agent and (E) not more than one counsel for all the Electing Holders the
opportunity to review and comment on such Shelf Registration Statement, each
prospectus included therein or filed with the Commission and each amendment or
supplement thereto prior to the filing thereof with the Commission;


 


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(vii)         for a reasonable period prior to the filing of such Shelf
Registration Statement, and throughout the period specified in Section 2(b),
make available at reasonable times at the Company’s principal place of business
or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who
shall certify to the Company that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial and
other information and books and records of the Company, and cause the officers,
employees, counsel and independent certified public accountants of the Company
to respond to such inquiries, as shall be reasonably necessary, in the judgment
of the respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to
maintain in confidence and not to disclose to any other person any information
or records reasonably designated by the Company as being confidential, until
such time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such registration statement or
otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company prompt prior
written notice of such requirement), or (C) such information is required
to be set forth in such Shelf Registration Statement or the prospectus included
therein or in an amendment to such Shelf Registration Statement or an amendment
or supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies
with applicable requirements of the federal securities laws and the rules and
regulations of the Commission and does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


 


(viii)        promptly notify each of the Electing Holders, any sales
or placement agent therefor and any underwriter thereof (which notification may
be made through any managing underwriter that is a representative of such
underwriter for such purpose) and confirm such advice in writing, (A) when
such Shelf Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any post-effective
amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or securities commissioner or regulator of any
state with respect thereto, or any request by the Commission for amendments or
supplements to or additional information relating to, such Shelf Registration
Statement or prospectus, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Shelf Registration Statement or the
initiation or threatening of any proceedings for that purpose, (D) if at
any time the representations and warranties of the Company contemplated by Section 3(d)(xvii)
or Section 5 cease to be true and correct in all material respects, (E) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, or (F) if
at any time when a prospectus is required to be delivered under the Securities
Act, that such Shelf Registration Statement, prospectus, prospectus amendment
or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder
or contains an untrue statement


 


10





















 


of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;


 


(ix)           use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such registration
statement or any post-effective amendment thereto at the earliest practicable
date;


 


(x)            if requested by any managing underwriter or underwriters,
any placement or sales agent or any Electing Holder, promptly incorporate in a
prospectus supplement or post-effective amendment such information as is
required by the applicable rules and regulations of the Commission and as
such managing underwriter or underwriters, such agent or such Electing Holder
specifies should be included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the principal
amount of Registrable Securities being sold by such Electing Holder or agent or
to any underwriters, the name and description of such Electing Holder, agent or
underwriter, the offering price of such Registrable Securities and any discount,
commission or other compensation payable in respect thereof, the purchase price
being paid therefor by such underwriters and with respect to any other terms of
the offering of the Registrable Securities to be sold by such Electing Holder
or agent or to such underwriters; and make all required filings of such
prospectus supplement or post-effective amendment promptly after notification
of the matters to be incorporated in such prospectus supplement or post-effective
amendment;


 


(xi)           furnish upon request to each Electing Holder, each
placement or sales agent, if any, therefor, each underwriter, if any, thereof
and the respective counsel referred to in Section 3(d)(vi) such
number of conformed copies of such Shelf Registration Statement, each such
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein) and of the prospectus included
in such Shelf Registration Statement (including each preliminary prospectus and
any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder, and such other
documents, as such Electing Holder, agent, if any, and underwriter, if any, may
reasonably request in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder, offered or sold by such
agent or underwritten by such underwriter and to permit such Electing Holder, agent
and underwriter to satisfy the prospectus delivery requirements of the
Securities Act; and the Company hereby consents to the use of such prospectus
(including such preliminary and summary prospectus) and any amendment or
supplement thereto by each such Electing Holder and by any such agent and
underwriter, in each case in the form most recently provided to such person by
the Company, in connection with the offering and sale of the Registrable
Securities covered by the prospectus (including such preliminary and summary
prospectus) or any supplement or amendment thereto;


 


(xii)          use all commercially reasonable efforts to (A) register
or qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such jurisdictions as
any Electing Holder and each placement or sales agent, if any, therefor and
underwriter, if any, thereof shall reasonably request, (B) keep such
registrations or qualifications in effect and comply


 


11





















 


with such laws so as to permit the continuance of offers,
sales and dealings therein in such jurisdictions during the period the Shelf
Registration is required to remain effective under Section 2(b) above
and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each such Electing Holder, agent, if any, and underwriter,
if any, to consummate the disposition in such jurisdictions of such Registrable
Securities; provided, however, that neither the
Company nor any of the Guarantors shall be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(d)(xii), (2) consent
to general service of process in any such jurisdiction or (3) make any
changes to its certificate of incorporation or by-laws or any agreement between
it and its stockholders;


 


(xiii)         use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Registrable
Securities;


 


(xiv)        unless any Registrable Securities shall be in book-entry
only form, cooperate with the Electing Holders and the managing underwriters,
if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates, if so
required by any securities exchange upon which any Registrable Securities are
listed, shall be penned, lithographed or engraved, or produced by any
combination of such methods, on steel engraved borders, and which certificates
shall not bear any restrictive legends; and, in the case of an underwritten
offering, enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least two
business days prior to any sale of the Registrable Securities;


 


(xv)         provide a CUSIP number for all Registrable Securities,
not later than the applicable Effective Time;


 


(xvi)        enter into one or more underwriting agreements, engagement
letters, agency agreements, “best efforts” underwriting agreements or similar
agreements, as appropriate, including customary provisions relating to
indemnification and contribution, and take such other actions in connection
therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding shall request in order to expedite or
facilitate the disposition of such Registrable Securities;


 


(xvii)       whether or not an agreement of the type referred to in Section 3(d)(xvi)
hereof is entered into and whether or not any portion of the offering
contemplated by the Shelf Registration is an underwritten offering or is made
through a placement or sales agent or any other entity, (A) make such
representations and warranties to the Electing Holders and the placement or
sales agent, if any, therefor and the underwriters, if any, thereof in form,
substance and scope as are customarily made in connection with an offering of
debt securities pursuant to any appropriate agreement applicable to the Shelf
Registration; (B) obtain an opinion of counsel to the Company in customary
form and covering such matters, of the type customarily covered by such an
opinion, as the managing underwriters, if any, or as any Electing Holders of at
least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding may
reasonably request, addressed to such Electing Holder or


 


12





















 


Electing Holders and the placement or sales agent, if
any, therefor and the underwriters, if any, thereof and dated the effective
date of such Shelf Registration Statement (and if such Shelf Registration
Statement contemplates an underwritten offering of a part or all of the
Registrable Securities, dated the date of the closing under the underwriting
agreement relating thereto) (it being agreed that the matters to be covered by
such opinion shall include the due incorporation and good standing of the
Company and its subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(d)(xvi) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
Securities; the absence of material legal or governmental proceedings involving
the Company; the absence of a breach by the Company or any of its subsidiaries
of, or a default under, material agreements binding upon the Company or any
subsidiary of the Company; the absence of governmental approvals required to be
obtained in connection with the Shelf Registration, the offering and sale of
the Registrable Securities, this Exchange and Registration Rights Agreement or
any agreement of the type referred to in Section 3(d)(xvi) hereof, except
such approvals as may be required under state securities or blue sky laws; the
material compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder, respectively; and, as of the date of
the opinion and of the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such Shelf Registration
Statement and the prospectus included therein, as then amended or supplemented,
and from the documents incorporated by reference therein (in each case other
than the financial statements and other financial information contained
therein) of an untrue statement of a material fact or the omission to state
therein a material fact necessary to make the statements therein not misleading
(in the case of such documents, in the light of the circumstances under which
they were made)); (C) obtain a “cold comfort” letter or letters from the
independent certified public accountants of the Company and its subsidiaries
addressed to the selling Electing Holders, the placement or sales agent, if
any, therefor or the underwriters, if any, thereof, dated (i) the
effective date of such Shelf Registration Statement and (ii) the effective
date of any prospectus supplement to the prospectus included in such Shelf
Registration Statement or post-effective amendment to such Shelf Registration
Statement which includes unaudited or audited financial statements as of a date
or for a period subsequent to that of the latest such statements included in
such prospectus (and, if such Shelf Registration Statement contemplates an
underwritten offering pursuant to any prospectus supplement to the prospectus
included in such Shelf Registration Statement or post-effective amendment to such
Shelf Registration Statement which includes unaudited or audited financial
statements as of a date or for a period subsequent to that of the latest such
statements included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates,
including officers’ certificates, as may be reasonably requested by any
Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities at the time
outstanding or the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the representations
and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof
and the compliance with or satisfaction of any


 


13





















 


agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company or the Guarantors; and
(E) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 6 hereof;


 


(xviii)      notify in writing each holder of Registrable Securities
of any proposal by the Company to amend or waive any provision of this Exchange
and Registration Rights Agreement pursuant to Section 9(h) hereof and
of any amendment or waiver effected pursuant thereto, each of which notices
shall contain the text of the amendment or waiver proposed or effected, as the
case may be;


 


(xix)         in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules (the “Conduct
Rules) of the National Association of Securities Dealers, Inc. (“NASD”) or
any successor thereto, as amended from time to time) thereof, whether as a
holder of such Registrable Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, assist such
broker-dealer in complying with the requirements of such Conduct Rules, including
by (A) if such Conduct Rules shall so require, engaging a “qualified
independent underwriter” (as defined in such Conduct Rules) to participate in
the preparation of the Shelf Registration Statement relating to such
Registrable Securities, to exercise usual standards of due diligence in respect
thereto and, if any portion of the offering contemplated by such Shelf
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Registrable Securities,
(B) indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 6 hereof (or to
such other customary extent as may be requested by such underwriter), and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Conduct Rules; and


 


(xx)          comply with all applicable rules and regulations of
the Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities
Act (including, at the option of the Company, Rule 158 thereunder).


 


(e)   In the event that the Company would be required, pursuant
to Section 3(d)(viii)(F) above, to notify the Electing Holders, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, the Company shall without delay prepare and furnish to each of
the Electing Holders, to each placement or sales agent, if any, and to each
such underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder and shall
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. Each
Electing Holder agrees that upon receipt of any notice from the Company
pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of


 


14





















 


Registrable Securities pursuant to the Shelf Registration
Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if
so directed by the Company, such Electing Holder shall deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, then
in such Electing Holder’s possession of the prospectus covering such
Registrable Securities at the time of receipt of such notice.


 


(f)            In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities or omits or would omit to state any material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and promptly to furnish to the Company
any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


(g)           Until the expiration of two years after the Closing Date,
the Company will not, and will not permit any of its “affiliates” (as defined
in Rule 144) to, resell any of the Securities that have been reacquired by
any of them except pursuant to an effective registration statement under the
Securities Act.


 


4.             Registration Expenses.


 


The Company agrees
to bear and to pay or cause to be paid promptly all expenses incident to the
Company’s performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration,
filing and review fees and expenses including reasonable fees and disbursements
of counsel for the placement or sales agent or underwriters in connection with
such registration, filing and review, (b) all fees and expenses in
connection with the qualification of the Securities for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction (whether for exchanges, sales or
otherwise) of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or reproducing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of


 


15





















 


Securities to be disposed
of (including certificates representing the Securities), (d) messenger,
telephone and delivery expenses relating to the offering, sale or delivery of
Securities and the preparation of documents referred in clause (c) above, (e) fees
and expenses of any exchange agent and its counsel, the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company’s officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company and its subsidiaries
(including the expenses of any opinions or “cold comfort” letters required by
or incident to such performance and compliance), (h) fees, disbursements
and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for
the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses
and disbursements of any other persons, including special experts, retained by
the Company in connection with such registration (collectively, the “Registration
Expenses”). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for
the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor. Notwithstanding the foregoing,
the holders of the Registrable Securities being registered shall pay all agency
fees and commissions and underwriting discounts and commissions attributable to
the sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.


 


5.             Representations and Warranties.


 


Each of the
Company and the Guarantors, jointly and severally, represents and warrants to,
and agree with, each Purchaser and each of the holders from time to time of
Registrable Securities that:


 


(a)           Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof and any further amendments or supplements to any
such registration statement or prospectus, when it becomes effective or is
filed with the Commission, as the case may be, and, in the case of an
underwritten offering of Registrable Securities, at the time of the closing
under the underwriting agreement relating thereto, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than (A) from
(i) such time as a condition or event of the type described in Section 3(d)(viii)(F) or
Section 3(c)(iii)(F) hereof is discovered by the Company and notice
thereof is given to holders of Registrable Securities as contemplated by Section 3(d)(viii) and
3(c)(iii) until (ii) such time as the Company furnishes an amended or
supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof
and (B) during the pendancy of any suspension period described in Section 2(c) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof, as then amended or supplemented, will conform in
all material respects to the requirements of the Securities Act


 


16





















 


and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


(b)           Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became
effective or are or were filed with the Commission, as the case may be, will
conform or conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and none of such documents
will contain or contained an untrue statement of a material fact or will omit
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


(c)           The compliance by the Company and the Guarantors with all
of the provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not, except as could
not reasonably be expected to have a Material Adverse Effect (as defined in the
Purchase Agreement)  conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company, the Guarantors or any of their
respective subsidiaries is a party or by which the Company, the Guarantors or
any of their respective subsidiaries is bound or to which any of the property or
assets of the Company, the Guarantors or any of their respective subsidiaries
is subject, nor will such action result in any violation of the provisions of
the certificate of incorporation, certificate of formation or certificate of
limited partnership, as amended, or the by-laws or organization documents, as
applicable, of the Company or any
Guarantor or except as could not reasonably be expected to have a Material
Adverse Effect (as defined in the Purchase Agreement) any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company, the Guarantors or any of their respective
subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the consummation by the Company
and the Guarantors of the transactions contemplated by this Exchange and
Registration Rights Agreement, except the registration under the Securities Act
of the Securities, qualification of the Indenture under the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications
as may be required under State securities or blue sky laws in connection with
the offering and distribution of the Securities.


 


(d)           This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by the Company and the Guarantors.


 


6.             Indemnification.


 


(a)           Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Offer
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and


 


17





















 


each person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or
several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Offer Registration Statement or Shelf Registration Statement, as
the case may be, under which such Registrable Securities were registered under
the Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder, such Electing Holder, such agent
and such underwriter for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that neither the Company nor any
of the Guarantors shall be liable to any such person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.


 


(b)           Indemnification by the Holders and any Agents and
Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof
and to entering into any underwriting agreement with respect thereto, that the
Company shall have received an undertaking reasonably satisfactory to it from
the Electing Holder of such Registrable Securities and from each underwriter
named in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such Electing Holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing
Holder or underwriter expressly for use therein, and (ii) reimburse the
Company and the Guarantors for any
legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section 6(b) for
any amounts in excess of the dollar amount of the proceeds to be received by
such Electing Holder from the sale of such Electing Holder’s Registrable
Securities pursuant to such registration.


 


(c)           Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or
(b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying


 


18





















 


party pursuant to the indemnification provisions of or
contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof.  In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.  No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)           Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders or any agents or underwriters or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no holder shall be
required to contribute any amount in excess of the amount by which the dollar
amount of the proceeds received by such holder from the sale of any Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) exceeds the amount of any damages which such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no underwriter shall be required to


 


19





















 


contribute any amount in excess of the amount by which
the total price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ and any
underwriters’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.


 


(e)           The obligations of the Company and the Guarantors under
this Section 6 shall be in addition to any liability which the Company or
the Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6
shall be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company or the Guarantor) and to each person, if any, who controls the
Company within the meaning of the Securities Act.


 


7.             Underwritten Offerings.


 


(a)           Selection of Underwriters. If any of the Registrable Securities covered by the
Shelf Registration are to be sold pursuant to an underwritten offering, the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company.


 


(b)           Participation by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any underwritten
offering hereunder unless such holder (i) agrees to sell such holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


8.             Rule 144.


 


The Company
covenants to the holders of Registrable Securities that to the extent it shall
be required to do so under the Exchange Act, the Company shall timely file the
reports required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted
by the Commission thereunder, and shall take such further action as any holder
of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with


 


20





















 


that holder’s sale
pursuant to Rule 144, the Company shall deliver to such holder a written
statement as to whether it has complied with such requirements.


 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements.  The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this
Exchange and Registration Rights Agreement.


 


(b)           Specific Performance.  The parties
hereto acknowledge that there would be no adequate remedy at law if the Company
fails to perform any of its obligations hereunder and that the Purchasers and
the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Company under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


(c)           Notices.  All notices,
requests, claims, demands, waivers and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally or by courier, or three days after being deposited in
the mail (registered or certified mail, postage prepaid, return receipt
requested) as follows: If to the Company, to it at Accellent Inc., 100 Fordham
Road, Wilmington, MA 01887, Attention:  Chief
Financial Officer, and if to a holder, to the address of such holder set forth
in the security register or other records of the Company, or to such other
address as the Company or any such holder may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.


 


(d)           Securities Held by the Company.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of the Securities is required
hereunder, the Securities held by the Company or its affiliates (other than
subsequent holders of the Securities if such subsequent holders are deemed to
be affiliates solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given by the holders
of such required percentage.


 


(e)           Parties in Interest.  All the terms and
provisions of this Exchange and Registration Rights Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders. In
the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to
receive the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and Registration
Rights Agreement. If the Company shall so request, any such successor, assign
or transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.


 


21





















 


(f)            Survival.  The respective
indemnities, agreements, representations, warranties and each other provision
set forth in this Exchange and Registration Rights Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation
(or statement as to the results thereof) made by or on behalf of any holder of
Registrable Securities, any director, officer or partner of such holder, any
agent or underwriter or any director, officer or partner thereof, or any
controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and
the transfer and registration of Registrable Securities by such holder and the
consummation of an Exchange Offer.


 


(g)           Governing Law.  This Exchange and
Registration Rights Agreement shall be governed by and construed in accordance
with the laws of the State of New York.


 


(h)           Headings.  The descriptive
headings of the several Sections and paragraphs of this Exchange and
Registration Rights Agreement are inserted for convenience only, do not
constitute a part of this Exchange and Registration Rights Agreement and shall
not affect in any way the meaning or interpretation of this Exchange and
Registration Rights Agreement.


 


(i)            Entire Agreement; Amendments.  This Exchange and
Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Exchange
and Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a
written instrument duly executed by the Company and the holders of at least a majority in aggregate principal
amount of the Registrable Securities at the time outstanding. Each holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 9(i), whether
or not any notice, writing or marking indicating such amendment or waiver
appears on such Registrable Securities or is delivered to such holder.


 


(j)            Inspection.  For so long as
this Exchange and Registration Rights Agreement shall be in effect, this
Exchange and Registration Rights Agreement and a complete list of the names and
addresses of all the registered holders of Registrable Securities shall be made
available for inspection and copying on any business day by any holder of
Registrable Securities for proper purposes only (which shall include any
purpose related to the rights of the holders of Registrable Securities under
the Securities, the Indenture and this Agreement) at the offices of the Company
at the address thereof set forth in Section 9(c) above and at the
office of the Trustee under the Indenture.


 


(k)           Counterparts.  This agreement
may be executed by the parties in counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together
constitute one and the same instrument.


 


If the foregoing is in
accordance with your understanding, please sign and return to us seven counterparts hereof, and upon
the acceptance hereof by you, on behalf of each of the Purchasers, this letter
and such acceptance hereof shall constitute a binding agreement between each of
the Purchasers and the Company.  It is understood that your acceptance of this
letter on behalf of each of the Purchasers is pursuant to the authority set
forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Company for


 


22





















 


examination upon request,
but without warranty on your part as to the authority of the signers thereof.


 


23





















 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCELLENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stewart A. Fisher

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Stewart A. Fisher

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer, Executive Vice President, Treasurer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCELLENT CORP.

  
	
   

  	
   

  	
  AMERICAN TECHNICAL MOLDING, INC.

  
	
   

  	
   

  	
  NOBLE-MET, LTD.

  
	
   

  	
   

  	
  G&D, INC. D/B/A STAR GUIDE CORPORATION

  
	
   

  	
   

  	
  UTI HOLDING COMPANY

  
	
   

  	
   

  	
  UTI CORPORATION

  
	
   

  	
   

  	
  MICRO-GUIDE, INC.

  
	
   

  	
   

  	
  VENUSA, LTD.

  
	
   

  	
   

  	
  SPECTRUM MANUFACTURING, INC.

  
	
   

  	
   

  	
  MEDSOURCE TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  MEDSOURCE TECHNOLOGIES, LLC

  
	
   

  	
   

  	
  BRIMFIELD ACQUISITION CORP.

  
	
   

  	
   

  	
  BRIMFIELD PRECISION, LLC

  
	
   

  	
   

  	
  KELCO ACQUISITION, LLC

  
	
   

  	
   

  	
  HAYDEN PRECISION INDUSTRIES, LLC

  
	
   

  	
   

  	
  PORTLYN, LLC

  
	
   

  	
   

  	
  TENAX, LLC

  
	
   

  	
   

  	
  THERMAT ACQUISITION CORP.

  
	
   

  	
   

  	
  MEDSOURCE TECHNOLOGIES, NEWTON INC.

  
	
   

  	
   

  	
  MEDSOURCE TECHNOLOGIES PITTSBURGH, INC.

  
	
   

  	
   

  	
  MEDSOURCE TRENTON, INC.

  
	
   

  	
   

  	
  NATIONAL WIRE & STAMPING, INC.

  
	
   

  	
   

  	
  TEXCEL, INC.

  
	
   

  	
   

  	
  CE HUNTSVILLE HOLDINGS CORP.

  
	
   

  	
   

  	
  CYCAM, INC.

  
	
   

  	
   

  	
  ELX, INC.

  
	
   

  	
   

  	
  MACHINING TECHNOLOGY GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stewart A. Fisher

  	
   

  
	
   

  	
   

  	
  Name:
  Stewart A. Fisher

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer, Vice

  
	
   

  	
   

  	
  President,
  Treasurer and Secretary

  
	
   

  	
   

  	
  of
  each of the Guarantors

  
							



 


24





















 


[Signature Page to
Exchange and Registration Rights Agreement]


 


Accepted as of the
date hereof:


 


	
  Credit Suisse First
  Boston LLC

  
	
  J.P. Morgan
  Securities Inc.

  
	
  Bear,
  Stearns & Co. Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Credit Suisse First Boston LLC

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Mark Filipski

  	
   

  
	
   

  	
   

  	
  Name: Mark Filipski

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
  By:

  	
  J.P. Morgan Securities Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel M.
  Hochstadt

  	
   

  
	
   

  	
   

  	
  Name: Daniel M.
  Hochstadt

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
  By:.

  	
  Bear,
  Stearns & Co. Inc

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stephen A.
  Mongillo

  	
   

  
	
   

  	
   

  	
  Name: Stephen A.
  Mongillo

  
	
   

  	
   

  	
  Title: Senior
  Managing Director

  
				



 


25





















 


Exhibit A


 


Accellent
Inc.


 


INSTRUCTION
TO DTC PARTICIPANTS


 


(Date of
Mailing)


 


URGENT -
IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE:  [DATE] *


 


The
Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in Accellent Inc. (the “Company”) 101⁄2% Senior Subordinated Notes due 2013 (the
“Securities”) are held.


 


The
Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in
the registration statement, beneficial owners must complete and return the
enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


 


It
is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Accellent Inc., 100
Fordham Road, Wilmington, MA 01887.


 










*Not less than 28
calendar days from date of mailing.


 


A-1





















 


Accellent Inc.


 


Notice
of Registration Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference
is hereby made to the Exchange and Registration Rights Agreement (the “Exchange
and Registration Rights Agreement”) among Accellent Inc. (the “Company”) and
the Purchasers named therein.  Pursuant
to the Exchange and Registration Rights Agreement, the Company has filed with
the United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form [      ]
(the “Shelf Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 101⁄2% Senior Subordinated
Notes due 2013 (the “Securities”). 
A copy of the Exchange and Registration Rights Agreement is attached
hereto.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.


 


Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement.  In order to have
Registrable Securities included in the Shelf Registration Statement, this
Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice
and Questionnaire”) must be completed, executed and delivered to the Company’s
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. 
Beneficial owners of Registrable Securities who do not complete, execute
and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii) may
not use the Prospectus forming a part thereof for resales of Registrable
Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.


 


The
term “Registrable Securities” is defined in the Exchange and
Registration Rights Agreement.


 


A-2





















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning
this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.


 


Upon
any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.


 


The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


A-3





















 


QUESTIONNAIRE


 


(1)     (a)      Full Legal Name of Selling Securityholder:


 


(b)      Full Legal Name of Registered Holder (if not the same as
in (a) above) of Registrable Securities Listed in Item (3) below:


 


(c)     Full Legal Name of DTC Participant (if applicable and if
not the same as (b) above) Through Which Registrable Securities Listed in
Item (3) below are Held:


 


(2)               Address for Notices to Selling Securityholder:


 


 


	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
  Contact Person:

  	
   

  



 


(3)               Beneficial Ownership of Securities:


 


Except as
set forth below in this Item (3), the undersigned does not beneficially
own any Securities.


 


(a)      Principal amount of Registrable Securities beneficially
owned:


CUSIP No(s). of such Registrable Securities:


 


(b)      Principal amount of Securities other than Registrable
Securities beneficially owned:


CUSIP No(s). of
such other Securities:


 


(c)      Principal amount
of Registrable Securities which the undersigned wishes to be included in the
Shelf Registration Statement:


CUSIP No(s). of
such Registrable Securities to be included in the Shelf Registration Statement:


 


(4)               Beneficial Ownership of Other Securities of the Company:


 


Except as
set forth below in this Item (4), the undersigned Selling Securityholder
is not the beneficial or registered owner of any other securities of the
Company, other than the Securities listed above in Item (3).


 


State
any exceptions here:


 


(5)               Relationships with the Company:


 


A-4





















 


Except as
set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position
or office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


(6)               Plan of Distribution:


 


Except as
set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at
all):  Such Registrable Securities may be
sold from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold in
one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at
negotiated prices.  Such sales may be
effected in transactions (which may involve crosses or block transactions) (i) on
any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through
the writing of options.  In connection
with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Registrable Securities in the course
of hedging the positions they assume. 
The Selling Securityholder may also sell Registrable Securities short
and deliver Registrable Securities to close out such short positions, or loan
or pledge Registrable Securities to broker-dealers that in turn may sell such
securities.


 


State any
exceptions here:


 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.


 


In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on
which such information is provided to the Company, the Selling Securityholder
agrees to notify the transferee(s) at the time of the transfer of its rights
and obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


 


In
accordance with the Selling Securityholder’s obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which


 


A-5





















 


may
occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:


 


(i)    To
the Company:


 


Accellent
Inc.


100
Fordham Road


Wilmington,
Massachusetts 01887


Attention:  Chief Financial Officer


 


(ii)   With
a copy to:


 


Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New
York, New York 10017


Attention:  Joseph H. Kaufman, Esq.


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.


 


A-6





















 


IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  



 


 


	
   

  	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S
COUNSEL AT:


 


Simpson
Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  Joseph H. Kaufman, Esq.


 


A-7





















 


Exhibit B


 


NOTICE
OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


The
Bank of New York
Accellent Inc.


c/o
The Bank of New York


101
Barclay Street, 8W


New
York, New York 10286


 


Attention:  Trust Officer


 


Re:          Accellent Inc. (the “Company”)


101⁄2% Senior Subordinated Notes due 2013


 


Dear
Sirs:


 


Please
be advised that                                    has
transferred $                                          aggregate
principal amount of the above-referenced Notes pursuant to an effective Registration
Statement on Form [          ]
(File No. 333-               )
filed by the Company.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [date] or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  
					



 


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