EX-10.1.1 11 d82315ex10-1_1.txt FORM OF JOINDER-REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 10.1.1 JOINDER TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF MDMI HOLDINGS, INC. By execution of this Joinder the undersigned hereby agrees to be bound by all of the provisions of the Second Amended and Restated Registration Rights Agreement of MDMI Holdings, Inc., a copy of which is attached hereto. IN WITNESS WHEREOF, this Joinder has been duly executed effective as of [SEE ITEM 1 ANNEX A] [SEE ITEM 2 ANNEX A] 2 ANNEX A [JOINDER TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT] The foregoing form of Joinder was entered into by twenty Shareholders. The information omitted from the foregoing form of Joinder with respect to such Shareholders, which are designated below as parties A through T, respectively, is set forth below: ITEM 1 Party A: May 31, 2000 Party B: May 31, 2000 Party C: June 1, 2000 Party D: May 31, 2000 Party E: May 31, 2000 Party F: May 31, 2000 Party G: May 31, 2000 Party H: May 31, 2000 Party I: May 31, 2000 Party J: May 31, 2000 Party K: May 31, 2000 Party L: May 31, 2000 Party M: May 31, 2000 Party N: May 31, 2000 Party O: May 31, 2000 Party P: May 31, 2000 Party Q: May 31, 2000 Party R: May 31, 2000 Party S: May 31, 2000 Party T: May 31, 2000 ITEM 2 Party A: By: /s/ BRUCE LINDSAY Name: Bruce Lindsay Party B: By: /s/ IRA BRIND Name: Ira Brind Party C: By: /s/ DONALD BOTHNER Name: Donald Bothner Party D: DLJ ESC II, L.P. By: DLJ LBO PLANS MANAGEMENT CORPORATION, as general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President 3 Party E: DLJ INVESTMENT PARTNERS, L.P. By: DLJ INVESTMENT PARTNERS, INC., as managing general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party F: DLJ INVESTMENT PARTNERS II, L.P. By: DLJ INVESTMENT PARTNERS II, INC., as managing general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party G: DLJ INVESTMENT FUNDING II, INC. By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party H: AIG PRIVATE EQUITY (BERMUDA) LTD. By: /s/ L.M. MURPHY Name: L.M. Murphy Title: Vice President and Secretary Party I: BIRMINGHAM FIRE INSURANCE COMPANY OF PENNSYLVANIA By: /s/ DAVID PINKERTON Name: David Pinkerton Title: Vice President Party J: RELIASTAR FINANCIAL CORP. By: /s/ MARK S. JORDAHL Name: Mark S. Jordahl Title: Senior Vice President Party K: DB CAPITAL INVESTORS, LP By: /s/ CHARLES AYERS Name: Charles Ayers Title: Managing Director Party L: THE PHOENIX INSURANCE COMPANY By: /s/ STEVEN HARTT Name: Steven Hartt Title: Investment Officer Party M: THE TRAVELERS INDEMNITY COMPANY By: /s/ STEVEN HARTT Name: Steven Hartt Title: Investment Officer Party N: CMS DIVERSIFIED PARTNERS, L.P., a Delaware limited partnership By: CMS/DP Associates, L.P., a Delaware limited partnership By: MSPS/DP, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP 4 By: CMS 1995 Investment Partners, L.P., a Delaware limited partnership By: CMS 1995, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Party O: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS Co-Investment Partners I-Q, L.P. a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investments, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1997 Investment Partners, L.P. a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP Party P: CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Private Equity Partners XIV, L.P., a Delaware limited partnership By: CMS PEP XIV Associates, L.P., a Delaware limited partnership By: MSPS PEP XIV, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1999 Investment Partners, L.P., a Delaware limited partnership By: CMS 1999, Inc. a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS Private Equity Partners XIV-Q, L.P., a Delaware limited partnership 5 By: CMS PEP XIV Associates, L.P., a Delaware limited partnership By: MSPS PEP XIV, Inc., a Delaware corporation By: /s/ INGRID R. WELCH Its: VP By: CMS 1999 Investment Partners, L.P., a Delaware limited partnership By: CMS 1999, Inc. a Delaware corporation By: /s/ INGRID R. WELCH Its: VP Party Q: BANCBOSTON INVESTMENTS, INC. By: /s/ THERESA. A NIBI Name: Theresa A. Nibi Title: Director Party R: INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY FUND III, L.P. By: Infrastructure and Environmental Private Equity Management, L.L.C., its General Partner By: First Analysis IEPEF Management Company III, LLC, A Member By: First Analysis Corporation, A Member By: /s/ BRET R. MAXWELL Bret R. Maxwell, Vice Chairman Party S: ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, a civil partnership with limitation of liability established under the laws of the Federal Republic of Germany By: Infrastructure and Environmental Private Equity Management, L.L.C., its General Partner By: First Analysis IEPEF Management Company III, LLC, A Member By: First Analysis Corporation, A Member By: /s/ BRET R. MAXWELL Bret R. Maxwell, Vice Chairman Party T: KLEINWORT BENSON HOLDINGS INC. By: /s/ JONATHAN S. WALKER FRANK HARTE Name: Jonathan S. Walker Frank Harte Title: Senior Vice President & Director Senior Vice President and CFO