Amendment to Securities Purchase Agreement



  
 Exhibit 10.21

  
 Amendment to Securities Purchase Agreement

  
 This amendment (this “Amendment”), dated
as of December 1, 2004, by and between Symmetry Medical Inc. (the “Company”) and each of the Persons set forth on the Schedule of Sellers that execute this Amendment (each, a “Seller” and, collectively, the
“Sellers”), confirms, clarifies and amends (pursuant to Section 11 of the Purchase Agreement (defined below)), as between the Company and each of such Persons, the Securities Purchase Agreement, dated as of November 17, 2004, as
amended from time to time, between the Company and the other parties thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein have the meaning given to them in the Purchase Agreement. 
  
 Notwithstanding anything to the contrary contained in the Purchase Agreement,
the Company hereby agrees with each of the Sellers as follows: 
  
 1. The introduction to the Schedule of Sellers is deemed to be replaced in its entirety by the introduction attached hereto as Exhibit A. 
  
 2. Each Seller acknowledges that the Company may, pursuant to Clause (I) of the Schedule of Sellers, reduce or increase pro rata among the Sellers (or, in
the case of an increase, pro rata among the Sellers subject to such increase)the amount of Repurchased Securities to be purchased by the Company pursuant to the Purchase Agreement and that such reduction or increase may be determined by, among other
things in case of a reduction, a formula based on the expected net proceeds of the planned IPO. 
  
 3. Other than a expressly modified as between the Company and the Sellers pursuant to foregoing provisions, the remaining terms of the Purchase Agreement
remain in full force and effect. 
  
 * * * 
  









 If you agree with the foregoing, please sign and return a copy of this Amendment, which will constitute
our agreement with respect to the subject matter hereof. This Amendment will be deemed dated as of the date of the Purchase Agreement. 
  

			
	The Company:
	
	SYMMETRY MEDICAL INC.
		
	 By:
	 	 
	 Name:
	 	 Fred Hite

	 Its:
	 	Senior Vice President and Chief Financial Officer
	
	The Sellers:
	
	 OLYMPUS/SYMMETRY HOLDINGS LLC

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	 OLYMPUS GROWTH FUND III, L.P.

		
	 By:
	 	 OGP III, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 Conroy, L.L.C.

	 Its:
	 	 Member

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	OLYMPUS GROWTH CO-INVESTMENT FUND III, L.P.
		
	 By:
	 	 OGP III, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 Conroy, L.L.C.

	 Its:
	 	 Member

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 


  









 (Continuation of Signature Pages to Amendment to Securities Purchase Agreement) 
  

			
	 OLYMPUS EXECUTIVE FUND, L.P.

		
	 By:
	 	 OEF, L.P.

	 Its:
	 	 General Partner

		
	 By:
	 	 Conroy, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	 ANTARES CAPITAL CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	 RBS EQUITY CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 


  

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 (Continuation of Signature Pages to Amendment to Securities Purchase Agreement) 
  

			
	 CIT LENDING SERVICES CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	 KNOWLEDGE VENTURES LLC

		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 
	
	 
	 Roger Hand

	
	 
	 Brian Salyer

	
	 
	 Paul Salyer

	
	 
	 William Hough, Jr.

	
	 
	 D. Darin Martin

	
	 
	 Andrew Miclot



  

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 (Continuation of Signature Pages to Amendment to Securities Purchase Agreement) 
  

	
	
	 
	Scott Amstutz (individually and as custodian for Isaac Amstutz under the Indiana Transfers to Minors Act)
	
	 
	 Lee Crowe

	
	 
	 Timothy Wood

	
	 
	 Steffan Burns

	
	 
	 Donald McPherson, Jr.

	
	 
	 Sibyl Nelson

	
	 
	 Frank Milne

	
	 
	 Max Elder

	
	 
	 William Flanagan

	
	 
	 Harry Rockwell

	
	 
	 Daniel Sands

	
	 
	 Linda Scalet

	
	 
	 Todd Wolford

	
	 
	 Randy Woodcock



  

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 (Continuation of Signature Pages to Amendment to Securities Purchase Agreement) 
  

	
	
	 
	 Richard Senior

	
	 
	 Matthew Bell

	
	 
	 Steve Womack

	
	 
	 Tony Huison

	
	 
	 Mark Corry

	
	 
	 Alan Wall

	
	 
	 Dave Glossop

	
	 
	 Lynne Norman

	
	 
	 Chris Carney

	
	 
	 Matt Rudd

	
	 
	 Brian Leyrer

	
	 
	 Pat Heffron

	
	 
	 Kim Campbell

	
	 
	 Tom Sherer

	
	 
	 Brian Moore



  

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 (Continuation of Signature Pages to Amendment to Securities Purchase Agreement) 
  

			
	POTENZA ENTERPRISES LIMITED
		
	 By:
	 	 
	 Name:
	 	 
	 Its:
	 	 


  

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