Exhibit 4.3
CONSENT TO AMENDMENT OF
SHAREHOLDERS’ AGREEMENT
WHEREAS, each of the undersigned
(collectively, the “Majority Holders”) is party to that
certain Amended and Restated Shareholders’ Agreement, dated
June 30, 2004 (the “Shareholders’
Agreement”), between the Holders and UTI Corporation, a
Maryland corporation, as successor to MDMI Holdings, Inc., a
Colorado corporation, f/k/a Medical Device Manufacturing, Inc.
(the “Company”);
WHEREAS, pursuant to Section 19
of the Shareholders’ Agreement, a majority in interest of the
Holders (as defined in the Shareholders’ Agreement) have the
right to amend the Shareholders’ Agreement, provided that any
amendment to Section 8(c)(i) of the Shareholders’
Agreement shall require the mutual written consent of KRG and DLJMB
(as defined in the Shareholders’ Agreement);
WHEREAS, the Majority Holders
represent a majority in interest of the Holders and include KRG and
DLJMB;
WHEREAS, the Majority Holders desire
to amend the Shareholders’ Agreement to provide that the
Board (as defined in the Shareholders’ Agreement) shall
consist of nine directors, five of whom shall be designated by KRG,
three of whom shall be designated by DLJMB and the ninth director
shall be the CEO of the Company.
NOW, THEREFORE, pursuant to
Section 19 of the Shareholders’ Agreement:
1.
The Majority Holders hereby consent
to the amendment of the Shareholders’ Agreement by deleting
Section 8(c)(i) and replacing it with the
following:
“(i) The Board of
Directors of the Company (the “Board”) shall be
comprised of nine directors (each a “Director”),
subject to increase or decrease only by the mutual written consent
of DLJMB and KRG. During the term of this Agreement and at any
special or annual meeting of the Holders at which directors are to
be elected to the Board, (A)&
