Exhibit
10.1


 


RB&H Draft
11/30/07


 


WAIVER, AMENDMENT
AND


TERM A-2 LOAN
INCREMENTAL TERM LOAN AMENDMENT


TO


AMENDED
AND RESTATED CREDIT AGREEMENT


 


THIS WAIVER,
AMENDMENT AND TERM A-2 LOAN INCREMENTAL TERM LOAN AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of December       ,
2007 (this “Waiver” or this “Amendment”), is made among SYMMETRY MEDICAL INC., a Delaware
corporation (the “Borrower”), certain Subsidiaries of the Borrower party
hereto as Subsidiary Guarantors, and WACHOVIA
BANK, NATIONAL ASSOCIATION (“Wachovia”),
as administrative agent for the Lenders under the Credit Agreement referenced
below (in such capacity, the “Administrative Agent”).


 


RECITALS


 


A.            The Borrower, the
Subsidiary Guarantors, the Lenders, the Administrative Agent and certain other
agents are parties to an Amended and Restated Credit Agreement, dated as of June
13, 2006 (the “Existing Credit Agreement” and, as previously amended and
as further amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), providing for the availability of certain
credit facilities to the Borrower upon the terms and conditions set forth
therein. Capitalized terms used herein without definition shall have the
meanings given to them in the Credit Agreement.


 


B.            The Borrower has
delivered notice to the Administrative Agent and the Lenders that management
estimates that the Sheffield, U.K. operations of Thornton Precision Components
Limited, an indirect Subsidiary of the Borrower (hereinafter “Sheffield”),
engaged in potential irregularities in its financial reporting during the
period of time beginning in 1999 (or potentially earlier) through October,
2007, resulting in an estimated impact on the Borrower’s financial statements of
approximately $24 million to $28 million (exclusive of professional fees and
other expenses relating to such potential irregularities), and as a direct
result of such financial misstatements (i)  certain representations and warranties were
incorrect and false in a material respect when made and (ii) certain
information provided under the affirmative covenants was inaccurate, causing
such covenants not to be complied with pursuant to the terms of the Credit
Agreement, in each case thereby resulting in Events of Default (collectively, the
“Sheffield Default”). In addition, as a result of its investigation of
the financial misstatements at Sheffield, the Borrower was unable to deliver
financial statements complying with Section 6.1(a) for the fiscal quarter
ending September 30, 2007 or the Compliance Certificate for such fiscal quarter
as required by Section 6.2(a) of the Credit Agreement, thereby resulting in
Events of Default (the “September 30, 2007 Financial Reporting Default”).
The Borrower has also failed to deliver (i) unaudited consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as of the end
of fourth fiscal quarter of fiscal year 2006 as required by Section 6.1(a),
together with the Compliance Certificate for such fiscal quarter as required by
Section 6.2(a), and (ii) the auditor’s report required by Section 6.1(b)(z), in
each case thereby resulting in Events of Default (collectively, the “2006
Reporting Default” and, together with the Sheffield Default and the
September 30, 2007 Financial Reporting Default, the “Specified Events of
Default”). The Borrower has requested that the Required Lenders waive the
Specified Events of Default.


 

















 


C.            The Borrower has also
informed the Administrative Agent and the Lender that it desires to acquire,
indirectly through two of its wholly-owned subsidiaries, substantially all of
the assets, real estate and properties held in connection with, necessary for,
or material to the business and operations of DePuy Orthopaedics, Inc.’s (“DePuy”)
New Bedford, Massachusetts operations (the “DePuy Acquisition”) pursuant
to the Asset Purchase Agreement, dated as of December       ,
2007 (together with the other transaction documents required therein, “DePuy
Acquisition Documents”), by and among DePuy, Symmetry Medical New Bedford,
LLC (“New Bedford LLC”) and Symmetry New Bedford Real Estate, LLC (“New
Bedford Real Estate LLC”). In connection with the DePuy Acquisition, the
Borrower has requested that the Term A-2 Loan Lenders (as defined below) make
incremental term loans to the Borrower under the Section 2.21 of the Credit
Agreement in an aggregate principal amount of up to $60,000,000 (the “Term A-2
Loans”) on the terms and conditions set forth herein.


 


D.            The Administrative
Agent and the Lenders have agreed to waive the Specified Events of Default and the
Term A-2 Loan Lenders have agreed to provide the Term A-2 Loans, in each case
in accordance with, and subject to, the terms and conditions set forth herein,
including without limitation, the amendments to the Credit Agreement set forth
below.


 


STATEMENT
OF AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


LIMITED
WAIVER


 


Based upon the representations and warranties
contained herein, the Administrative Agent and the Required Lenders hereby
waive the Specified Events of Default, but only to the extent that (i) any
Sheffield Default is a direct result of the financial reporting irregularities
at Sheffield, and (ii) no Event of Default under Section 9.1(n) or 9.1(o) (as
amended by this Amendment) ever occurs and is continuing. This Waiver shall be
effective only with regard to the Specified Events of Default and shall not act
as a waiver or consent with respect to any other Default or Event of Default
under the Credit Agreement or any other Credit Document.


 


ARTICLE II


 


CONSENT
TO ACQUISITION AND INCREMENTAL TERM LOANS


 


Based
upon the representations and warranties contained herein and subject to the satisfaction
of the conditions precedent set forth in Article VI hereof,
the Administrative Agent and the Required Lenders hereby (i) consent to
the consummation of the DePuy Acquisition by the Borrower on the terms and
conditions set forth in the DePuy Acquisition Documents, (ii) agree that the DePuy
Acquisition shall be deemed to be a Permitted Acquisition, (iii) agree that,
with respect to the DePuy Acquisition only, except for the requirements set
forth in Article VI of 


 


2

















 


this Amendment, the Borrower shall not have to comply
with any requirements in the Credit Agreement for Permitted Acquisitions, and
(iv) agree that the Pro Forma Financial Covenant Calculations (as defined below)
delivered in connection with the incurrence of the Term A-2 Loans satisfy the
requirements set forth in Sections 2.21(a)(iv) and 2.21(e)(i)(B)(y) of the
Credit Agreement.


 


ARTICLE III


 


TERMS
OF INCREMENTAL TERM LOANS


 


3.1           Commitments. Each
Term A-2 Loan Lender severally agrees, subject to and on the terms and
conditions of this Agreement, to make a loan (each, a “Term A-2 Loan,”
and collectively, the “Term A-2 Loans”) to the Borrower on the Term A-2 Loan
Effective Date in a principal amount not to exceed its Term A-2 Loan Commitment.
A Lender’s “Term A-2 Loan Commitment” shall mean the commitment of such
Lender to make Term A-2 Loans in an aggregate principal amount set forth for
such Lender in the Register maintained by the Administrative Agent pursuant to
Section 11.7(b) of the Credit Agreement as such Lender’s “Term A-2 Loan
Commitment,” as such amount may be reduced at or prior to such time pursuant to
the terms hereof. The aggregate amount of the Term A-2 Loan Commitments is $60,000,000.
The Term A-2 Loans shall be deemed to be Incremental Term Loans made in
accordance with Section 2.21 of the Credit Agreement.


 


3.2           Applicable Margin
Percentages. The Applicable Percentage for the Term A-2 Loans shall be the
Applicable Percentages for such Type of Term A-2 Loans, as determined in
accordance the terms of the Credit Agreement.


 


3.3           Maturity. The maturity
date for the Term A-2 Loans will be the Term A-1 Loan Maturity Date (i.e., June 13, 2011).


 


3.4           Amortization. The
Borrower will repay the aggregate outstanding principal of the Term A-2 Loans as
follows:


 


	
  Date

  	
   

  	
  Payment Amount

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  2,250,000

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  2,250,000

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  2,250,000

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  2,250,000

  	
   

  



 


3





















 


	
  Date

  	
   

  	
  Payment Amount

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  2,250,000

  	
   

  
	
  Term A-1 Loan Maturity Date

  	
   

  	
  $

  	
  39,750,000

  	
   

  



 


3.5           Use of Proceeds.
The proceeds of the Term A-2 Loans shall be used solely (i) to finance in part
the DePuy Acquisition, (ii) to repay certain Revolving Loans outstanding under
the Existing Credit Agreement, and (iii) to pay fees and expenses in connection
with the transactions described herein in amounts acceptable to the
Administrative Agent.


 


ARTICLE IV


 


AMENDMENTS


 


4.1           New Defined Terms.
The following defined terms are hereby added to Section 1.1 of the Credit
Agreement in proper alphabetical order:


 


“Current Filer”
shall mean any time that the Borrower is current in filing its reports
(including quarterly and annual financial statements) under Section 13 and
15(d) of the Exchange Act.


 


“Incremental Margins”
shall have the meaning given to such term in Section
2.21(d)(iv).


 


“SEC Filer Sublimit”
shall mean (i) at any time prior to the Term A-2 Loan Effective Date, $24,000,000
and (ii) at any time after the Term A-2 Loan Effective Date, an amount equal to
the Aggregate Revolving Credit Exposure immediately following the repayment of
Revolving Loans with the proceeds of the Term A-2 Loans plus
the lesser of (A) $10,000,000 or (B) the aggregate amount of the Revolving
Loans repaid with the proceeds of the Term A-2 Loans.


 


“Sheffield” shall
mean the Sheffield, U.K. operations of Thornton Precision Components Limited, a
Subsidiary of the Borrower.


 


“Term A-2 Amendment
Date” shall mean the date of the Term A-2 Loan Amendment.


 


“Term A-2 Loan
Amendment” shall mean the Waiver, Amendment and Term A-2 Loan Incremental
Term Loan Amendment to Amended and Restated Credit Agreement, dated as of
December       , 2007, among the Borrower, the
Subsidiary Guarantors, and the Administrative Agent on behalf of the Lenders.


 


“Term A-2 Loan
Effective Date” shall mean the date upon which the conditions precedent to making
the Term A-2 Loans set forth in Article VI of the Term A-2 Loan Amendment are
satisfied or waived in accordance with their terms.


 


4

















 


4.2           Definition of
Applicable Percentage.


 


(a)           The matrix in the
definition of “Applicable Percentage” in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:


 


 


	
  Level

  	
   

  	
  Total

  Leverage Ratio

  	
   

  	
  Applicable

  LIBOR

  Margin

  	
   

  	
  Applicable

  Base Rate

  Margin

  	
   

  	
  Applicable

  Commitment

  Fee

  Percentage

  	
   

  
	
  I

  	
   

  	
  Greater than or equal
  to 2.0 to 1.0

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  	
  0.375

  	
  %

  
	
  II

  	
   

  	
  Less than 2.0 to 1.0
  but greater than or equal to 1.5 to 1.0

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  	
  0.375

  	
  %

  
	
  III

  	
   

  	
  Less than 1.5 to 1.0
  but greater than or equal to 1.0 to 1.0

  	
   

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  	
  0.300

  	
  %

  
	
  IV

  	
   

  	
  Less than 1.0 to 1.0

  	
   

  	
  1.25

  	
  %

  	
  0.25

  	
  %

  	
  0.250

  	
  %

  



 


(b)           The following is added
as a new paragraph at the end of the definition of “Applicable Percentage”:


 


Notwithstanding anything
to the contrary, at any time that the Borrower is not a Current Filer prior to
March 31, 2008  (i) the applicable LIBOR Margin
and Base Rate Margin at all levels set forth above shall be increased by 0.50%,
and (ii) the applicable LIBOR Margin and Base Rate Margin will be determined in
accordance with Level I above (notwithstanding the actual Total Leverage
Ratio).


 


4.3           SEC Filer Sublimit.


 


(a)           Clause (z) of Section
2.1(c) of the Credit Agreement is amended and restated as follows:


 


(z) the Aggregate
Revolving Credit Exposure would exceed (A) at any time the Borrower is not a
Current Filer, the lesser of (i)(A) SEC Filer Sublimit at such time or (B) the
aggregate Revolving Credit Commitments at such time, or (ii) at any time the
Borrower is a Current Filer, the aggregate Revolving Credit Commitments at such
time.


 


(b)           Section 2.6(d) of the
Credit Agreement is amended and restated as follows:


 


(d)           In the event that the
Aggregate Revolving Credit Exposure (excluding the aggregate amount of any
Swingline Loans to be repaid with proceeds of Revolving Loans made on the date
of determination) shall (i) at any time the Borrower is not a Current Filer,
exceed the SEC Filer Sublimit at such time (after giving effect to any
concurrent termination or reduction of the Revolving Credit Commitments) or
(ii) at any time the Borrower is a Current Filer, exceed the aggregate
Revolving Credit Commitments at such time (after giving effect to any
concurrent termination or reduction thereof), the Borrower 


 


5

















 


will, within two (2) Business Days after such time,
prepay the outstanding principal amount of the Swingline Loans and, to the
extent of any excess remaining after prepayment in full of outstanding
Swingline Loans, the outstanding principal amount of the Revolving Loans in the
amount of such excess; provided that, to the extent such excess amount
is greater than the aggregate principal amount of Swingline Loans and Revolving
Loans outstanding immediately prior to the application of such prepayment, the
amount so prepaid shall be retained by the Administrative Agent and held in the
Cash Collateral Account as cover for Letter of Credit Exposure, as more
particularly described in Section 3.8,
and thereupon such cash shall be deemed to reduce the aggregate Letter of
Credit Exposure by an equivalent amount.


 


4.4           Section 2.21(d)(iv) of
the Credit Agreement is amended and restated as follows:


 


(iv)          have such amortization
and pricing as may be agreed by the Borrower, the Administrative Agent and the Incremental
Term Lenders providing such Series of Incremental Term Loans pursuant to the
provisions of this Section 2.21; provided,
however, that if the margins to be added to the Base Rate and the LIBOR
Rate for any Series of Incremental Term Loans (any such margin, an “Incremental
Margin”) are more than 0.50% greater than the margins set forth for any
Term Loans or any outstanding Series of Incremental Term Loans  in the definition of “Applicable Percentage” contained in Section 1.1 or in any amendment related to the issuance of a
Series of Incremental Term Loans, the Applicable Percentages for outstanding
Term Loans and any outstanding Series of Incremental Term Loans  shall automatically be increased to any extent required so
that the margin or margins applicable thereto are equal to 0.50% less than the
margin for such Series of Incremental Term Loans, without any action or consent
of the Borrower, the Administrative Agent or any Lender; and


 


4.5           Current Filer.  The following is added as a new Section 5.24:


 


5.24         Current Filer. To
the extent that the representations and warranties set forth in this Agreement
are made or deemed made, such representations and warranties shall not be
deemed incorrect, false or misleading solely on account of the accounting
irregularities of Sheffield, including any overstatement of revenue, inventory
and other matters, resulting in an estimated impact of approximately $24
million to $28 million (exclusive of professional fees and other expenses
relating to such potential irregularities), so long as the financial impact of
such accounting irregularities does not result in an Event of Default under Section 9.1(o).


 


4.6           Financial Reporting.


 


(a)           Section 6.1(a) of the
Credit Agreement is amended and restated as follows:


 


(a)           Within forty-five (45)
days (or, if earlier and if applicable to the Borrower, the quarterly report
deadline under the Exchange Act rules and regulations) after the end of each of
the first three fiscal quarters of each fiscal year, beginning with the second
fiscal quarter of fiscal year 2006, unaudited consolidated and consolidating
balance sheets of the Borrower and its Subsidiaries as of the end of such
fiscal quarter and 


 


6

















 


unaudited consolidated and consolidating statements of
income and cash flows for the Borrower and its Subsidiaries for the fiscal
quarter then ended and for that portion of the fiscal year then ended, in each
case setting forth comparative consolidated (or consolidating) figures as of
the end of and for the corresponding period in the preceding fiscal year, all
in reasonable detail and prepared in accordance with GAAP (subject to the
absence of notes required by GAAP and subject to normal year-end adjustments)
applied on a basis consistent with that of the preceding quarter or containing
disclosure of the effect on the financial condition or results of operations of
any change in the application of accounting principles and practices during
such quarter. Notwithstanding anything to the contrary, solely with respect to
the delivery of the financial statements required by this Section
6.1(a) for the fiscal quarter ending December 31, 2007, the Borrower
shall not be required to restate such financial statements if a restatement of
such financial statements would, as a result of the Sheffield Accounting
Issues, otherwise be necessary in order to comply with the terms of this Section 6.1(a); and


 


(b)           Section 6.1(b) of the
Credit Agreement is amended and restated as follows:


 


(b)           Within ninety (90) days
(or, if earlier and if applicable to the Borrower, the annual report deadline
under the Exchange Act rules and regulations) after the end of each fiscal
year, beginning with the 2006 fiscal year, an audited consolidated and
unaudited consolidating balance sheet of the Borrower and its Subsidiaries as
of the end of such fiscal year and the related audited consolidated and
unaudited consolidating statements of income, cash flows and stockholders’ equity
for the Borrower and its Subsidiaries for the fiscal year then ended, including
the notes thereto, in each case setting forth comparative figures as of the end
of and for the preceding fiscal year, and, to the extent audited, certified by
Ernst & Young LLP or another independent certified public accounting firm
of recognized national standing reasonably acceptable to the Administrative
Agent, together with a report thereon by such accountants that is not qualified
as to going concern or scope of audit and to the effect that such audited
financial statements present fairly in all material respects the consolidated
financial condition and results of operations of the Borrower and its
Subsidiaries as of the dates and for the periods indicated in accordance with
GAAP applied on a basis consistent with that of the preceding year or
containing disclosure of the effect on the financial condition or results of
operations of any change in the application of accounting principles and
practices during such year.


 


(c)           Section 6.2(a) of the
Credit Agreement is hereby amended by deleting the phrase “(including with
respect to financial statements as of the end of and for the fourth fiscal
quarter of each fiscal year)” in the first sentence thereof.


 


(d)           Section 6.2(b) of the
Credit Agreement is hereby amended by replacing the phrase “thirty (30)” in the
first sentence thereof with the phrase “sixty (60)”.


 


4.7           Events of Default.
Section 9.1 of the Credit Agreement is hereby amended by deleting the word “or”
at the end of subsection (l), replacing the period “.” at the end of subsection
(m) with “;”, and adding the following new subsections (n) and (o):


 


7

















 


(n)           The Borrower is not a
Current Filer at any time on or after March 31, 2008; or


 


(o)           The Required Lenders
reasonably determine, which determination may be made based upon a public
announcement by the Borrower of estimated financial impact or on other
information obtained by them, that (i) the total financial impact of the
accounting irregularities of Sheffield (the “Sheffield Accounting Issues”)
exceeds $28 million by a material amount, or (ii) the Sheffield Accounting
Issues have an adverse effect in excess of $1 million on 2007 revenues or
earnings for the Borrower, in each case, exclusive of professional fees and
other expenses relating to the Sheffield Accounting Issues. For purposes of
this Section 9.1(o) “material amount” shall
mean ten percent (10%) or more.


 


ARTICLE V


 


REPRESENTATIONS
AND WARRANTIES


 


To induce
the Administrative Agent (on behalf of itself and the Required Lenders) and the
Term A-2 Loan Lenders to enter into this Amendment and to induce the Term A-2 Loan
Lenders to extend the credit contemplated hereby, each of the Borrower and the
Subsidiary Guarantors represents and warrants, immediately after giving effect
to the DePuy Acquisition and the other transactions contemplated by the DePuy
Acquisition Documents or this Amendment, as follows:


 


5.1           Financial Matters.


 


(a)           The unaudited, preliminary
consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of
September 30, 2007, a copy of which has heretofore been prepared and delivered by
the Borrower to the Administrative Agent, gives pro forma effect to the
consummation of the DePuy Acquisition, the Borrowing of the Term A-2 Loans, the
other transactions contemplated by this Amendment and the payment of
transaction fees and expenses related to the foregoing, all as if such events
had occurred on such date (the “Term A-2 Pro Forma Balance Sheet”). The Term
A-2 Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject
to the absence of footnotes required by GAAP and subject to normal year-end
adjustments) and, based on stated assumptions made in good faith and having a
reasonable basis set forth therein, presents fairly in all material respects
the consolidated financial condition of the Borrower and its Subsidiaries on an
unaudited pro forma basis as of the date set forth therein after giving effect
to the consummation of the transactions described above.


 


(b)           The Borrower has
prepared, and has heretofore furnished to the Administrative Agent a copy of,
consolidated annual projected balance sheets and statements of income and cash
flows of the Borrower and its Subsidiaries for the five (5)-year period
beginning with the year ending December 31, 2007, giving effect to the
consummation of the DePuy Acquisition, the Borrowing of the Term A-2 Loans, the
other transactions contemplated by this Amendment and the payment of transaction
fees and expenses related to the foregoing (the “Term A-2 Projections”).
In the good faith opinion of management of the Borrower, the assumptions used
in the preparation of the Term A-2 Projections were fair, complete and
reasonable when made 


 


8

















 


and continue to be
fair, complete and reasonable as of the date hereof. The Term A-2 Projections
have been prepared in good faith by the executive and financial personnel of
the Borrower, are complete and represent a reasonable estimate of the future
performance and financial condition of the Borrower and its Subsidiaries,
subject to the uncertainties and approximations inherent in any projections.


 


(c)           The Borrower has
prepared, and has heretofore furnished to the Administrative Agent and the
Lenders a copy of the Pro Forma Financial Covenant Calculations (as defined
below).


 


(d)           The Pro Forma Balance
Sheet, the Projections and the Pro Forma Financial Covenant Calculations have
been prepared by Borrower prior to, and do not reflect any adjustments or
changes to financial data that will be incorporated in, the restatement of the
Borrower’s financial statements as a result of the Sheffield Accounting Issues.


 


5.2           Ownership of
Properties. Schedule 5.2 to this
Amendment lists, all real property interests to be acquired by the Borrower in
connection with the DePuy Acquisition, indicating in each case the identity of
the owner, the address of the property, the nature of the use of the premises,
and whether such interest is a leasehold or fee ownership interest.


 


5.3           Insurance. Schedule 5.3 sets forth a true and complete summary of
all insurance policies or arrangements carried or maintained by the Borrower immediately
after the consummation of the DePuy Acquisition, indicating in each case the
insurer, policy number, expiration, amount and type of coverage and
deductibles.


 


5.4           Certain Transactions.


 


(a)           As of the Term A-2 Loan
Effective Date, (i) all conditions to the obligations of DePuy under the DePuy
Acquisition Documents to consummate the DePuy Acquisition and the other
transactions contemplated thereby shall have been satisfied or waived in
writing, (ii) all funds advanced by the Lenders on the Term A-2 Loan Effective
Date will be used to consummate the transactions contemplated by the DePuy
Acquisition Documents and for other permitted uses under Section 3.5
of this Amendment and (iii) the DePuy Acquisition and the other transactions
contemplated by the DePuy Acquisition Documents will be consummated in
accordance with the DePuy Acquisition Documents.


 


(b)           As of the Term A-2 Loan
Effective Date, to the best of the Borrower’s and its Subsidiaries’ knowledge,
the representations and warranties under the DePuy Acquisition Documents are
true and correct (except to the extent that any such representations and
warranties speak only to a prior date, in which case, such representations and
warranties shall have been true and correct as of such prior date), both
immediately before and after giving effect to the consummation of the
transactions contemplated by the DePuy Acquisition Documents (or, to the extent
made as of the consummation of the transactions contemplated by the DePuy
Acquisition Documents, will be true and correct in all material respects upon
consummation of the transactions contemplated thereby).


 


5.5           Initial
Representations and Warranties. After giving effect to this Amendment and
the transactions contemplated hereby, including without limitation the
consummation of the 


 


9

















 


DePuy Acquisition,
the Borrowing of the Term A-2 Loans, the other transactions contemplated by
this Amendment and the payment of transaction fees and expenses related to the
foregoing, each of the representations and warranties of the Borrower and its Subsidiaries
contained in the Existing Credit Agreement and in the other Credit Documents is
true and correct on and as of the date hereof with the same effect as if made
on and as of the date hereof (except as permitted pursuant to Section 5.24 (as
amended by this Amendment) of the Credit Agreement and except to the extent any
such representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty is true and
correct as of such date).


 


5.6           No Default. After
giving effect to this Amendment and the transactions contemplated hereby,
including without limitation the consummation of the DePuy Acquisition, the
Borrowing of the Term A-2 Loans, the other transactions contemplated by this
Amendment and the payment of transaction fees and expenses related to the
foregoing, no Default or Event of Default has occurred and is continuing.


 


ARTICLE VI


 


CONDITIONS


 


6.1           Conditions to Making
Term A-2 Loans. The obligation of each Term A-2 Lenders to make its Term
A-2 Loan in connection with this Amendment is subject to the satisfaction of
the following conditions precedent:


 


(a)           The Administrative
Agent shall have received executed counterparts of this Amendment from the
Borrower, each Subsidiary Guarantor and the Term A-2 Loan Lenders, and executed
counterparts of the Consent to Waiver, Amendment and Term A-2 Loan Incremental
Term Loan Amendment from the Required Lenders.


 


(b)           The Administrative
Agent shall have received the following, each dated as of the Term A-2 Loan
Effective Date (unless otherwise specified) and, except for the Notes and any
certificates or instruments required to be delivered under the Security
Documents, in sufficient copies as reasonably determined by the Administrative
Agent:


 


(i)            if requested in
writing by the appropriate Term A-2 Loan Lender, a Term A-2 Note for each Term A-2
Loan Lender that is a party hereto as of the Term A-2 Loan Effective Date, in
the amount of such Lender’s Term A-2 Loan Commitment, duly completed in accordance
with the relevant provisions of Section 2.4(d) of the Credit Agreement and
executed by the Borrower;


 


(ii)           a joinder to the
Subsidiary Guaranty, in form and substance reasonably satisfactory to the
Administrative Agent, duly completed and executed by each of New Bedford LLC
and New Bedford Real Estate LLC;


 


(iii)          a joinder to the
Security Agreement, in form and substance reasonably satisfactory to the
Administrative Agent, duly completed and executed by each of New Bedford LLC
and New Bedford Real Estate LLC;


 


10

















 


(iv)          a pledge amendment to
the Security Agreement, in form and substance reasonably satisfactory to the
Administrative Agent, duly completed and executed by the Borrower, granting the
Administrative Agent a security interest in all of the Borrower’s equity
interests in each of New Bedford LLC and New Bedford Real Estate LLC;


 


(v)           a Mortgage with respect
to (A) each parcel of Realty owned by Symmetry Medical SSI Real Estate, LLC and
(B) each parcel of owned Realty acquired in connection with the DePuy
Acquisition, in each case duly completed and executed by the applicable Credit
Party, and such documents relating to any such Realty as may be reasonably
requested by the Administrative Agent, including, without limitation, (x) policies
of title insurance for such Realty from title insurance companies with respect
thereto, as endorsed in a manner reasonably satisfactory to the Administrative
Agent, together with such coinsurance and reinsurance as may be reasonably
required by the Administrative Agent, insuring such Mortgage, as a valid first
lien on the Realty, free of Liens other than Permitted Liens or other
exceptions to title approved and accepted by the Administrative Agent, (y)
surveys for such Realty, and (z) flood certifications for such Realty, each
of which shall be in form and substance reasonably satisfactory to the
Administrative Agent;


 


(vi)          an amendment of each
Mortgage executed and delivered in connection with the Existing Credit
Agreement, and such documents relating to any such Realty as may be reasonably
requested by the Administrative Agent, including, without limitation, an
endorsement to the title insurance policy for each such Mortgage, insuring such
amendments and restatements of the Mortgage as a valid first lien on the
Realty, free of Liens other than Permitted Liens or other exceptions to title
approved and accepted by the Administrative Agent;


 


(vii)         the favorable opinions of
(A) Barrett & McNagny, LLP, special counsel to New Bedford LLC and New
Bedford Real Estate LLC, and (B) local counsel to the Credit Parties in such
jurisdictions as may be reasonably requested by the Administrative Agent, all
in form and substance reasonably satisfactory to the Administrative Agent; and


 


(viii)        complete and final copies
of all of the DePuy Acquisition Documents certified by an officer of the
Borrower as true, correct and complete, in form and substance reasonably
acceptable to the Administrative Agent and evidencing that the aggregate
purchase price for the DePuy Acquisition shall not exceed $45,000,000 (excluding
any adjustments permitted pursuant to the DePuy Acquisition Documents).


 


(c)           The Administrative
Agent shall have received a certificate of a Financial Officer of the Borrower,
certifying that (i) as of the Term A-2 Loan Effective Date, all
representations and warranties of the Credit Parties contained in the Credit Agreement
and the other Credit Documents (including in this Amendment) qualified as to
materiality are true and correct and those not so qualified are true and
correct in all material respects, both immediately before and after giving
effect to this Amendment and the transactions contemplated hereby, including
without limitation the consummation of the DePuy Acquisition, the Borrowing of
the Term A-2 Loans, the other transactions contemplated by this Amendment and
the payment of transaction fees and expenses related to the foregoing (except
as permitted pursuant to Section 5.24 (as 


 


11

















 


amended by this
Amendment) of the Credit Agreement and except to the extent any such
representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty is true and
correct (if qualified as to materiality) or true and correct in all material
respects (if not so qualified), in each case as of such date), (ii) no
Default or Event of Default has occurred and is continuing on the Term A-2 Loan
Effective Date, both immediately before and after giving effect to the Term A-2
Loans to be made on such date and (iii) all conditions to the extensions of
credit set forth in this Amendment have been satisfied or waived as required
hereunder.


 


(d)           The Administrative
Agent shall have received a certificate of the corporate secretary or assistant
secretary of the sole member of each of New Bedford LLC and New Bedford Real
Estate LLC, in form and substance reasonably satisfactory to the Administrative
Agent, certifying (i) that attached thereto is a true and complete copy of the
certificate of formation and all amendments thereto of such Subsidiary,
certified as of a recent date by the Secretary of State of the State of
Delaware, and that the same has not been amended since the date of such
certification, (ii) that attached thereto is a true and complete copy of the
limited liability company agreement of such Subsidiary, as then in effect and
as in effect at all times from the date on which the resolutions referred to in
clause (iii) below were adopted to and including the date of such
certificate, and (iii) that attached thereto is a true and complete copy
of resolutions adopted by the sole member of such Subsidiary, authorizing the
execution, delivery and performance of this Amendment and the other Credit
Documents to which it is a party, and as to the incumbency and genuineness of
the signature of each officer of such Subsidiary executing this Amendment or
any of such other Credit Documents, and attaching all such copies of the
documents described above.


 


(e)           The Administrative
Agent shall have received a certificate, dated as of the Term A-2 Loan
Effective Date, as to the solvency of the Borrower and its Subsidiaries, taken
as a whole, after giving effect to the consummation of the DePuy Acquisition,
the Borrowing of the Term A-2 Loans, the other transactions contemplated by
this Amendment and the payment of transaction fees and expenses related to the
foregoing.


 


(f)            The Administrative
Agent shall have received a certificate as of a recent date of the good
standing of each of New Bedford LLC and New Bedford Real Estate LLC, under the
laws of the State of Delaware, from the Secretary of State of the State of
Delaware.


 


(g)           The Administrative
Agent shall have received certified reports from an independent search service
reasonably satisfactory to it listing any federal tax lien filing or Uniform
Commercial Code financing statement that names New Bedford LLC, New Bedford
Real Estate LLC or DePuy as debtor in any jurisdiction reasonably requested by
the Administrative Agent, and the results thereof shall be reasonably
satisfactory to the Administrative Agent.


 


(h)           The Administrative
Agent shall have received evidence reasonably satisfactory to it that
concurrently with the consummation of the DePuy Acquisition, any Liens (other
than Permitted Liens) securing any assets acquired in connection with the DePuy
Acquisition shall be released and any related filings terminated of record (or
arrangements satisfactory to the Administrative Agent made therefor).


 


12

















 


(i)            The Administrative
Agent shall have received evidence in form and substance reasonably
satisfactory to it that all filings, recordings, registrations and other
actions (including, without limitation, the filing of duly completed UCC-1
financing statements, Mortgages and/or amendments to existing Mortgages)
necessary to perfect the Liens created by the Security Documents shall have
been completed, or arrangements reasonably satisfactory to the Administrative Agent
for the completion thereof shall have been made.


 


(j)            The Administrative
Agent shall have received copies of the Term A-2 Pro Forma Balance Sheet and
Term A-2 Projections, each of which shall be in form and substance reasonably
satisfactory to the Administrative Agent.


 


(k)           The Administrative
Agent and the Lenders shall have received financial covenant calculations (the “Pro
Forma Covenant Calculations”), certified by a Financial Officer of the
Borrower, demonstrating that on a pro forma basis (i) after giving effect to
the consummation of the DePuy Acquisition, the Borrowing of the Term A-2 Loans
and the other transactions contemplated by this Amendment and the payment of
transaction fees and expenses related to the foregoing, and (ii) based upon
internal, unaudited consolidated financial statements of the Borrower and its
Subsidiaries as of the last day of the month most recently ended prior to the
Term A-2 Loan Effective Date for which financial statements of the Borrower and
its Subsidiaries are available, the Borrower is in compliance with the
financial covenants set forth in Article VII of the Credit Agreement.


 


(l)            No Default or Event of
Default shall have occurred and be continuing on the Term A-2 Loan Effective
Date, both immediately before and after giving effect to the Term A-2 Loans to
be made on such date.


 


(m)          The Borrower shall have
paid (i) to Wachovia or its respective Affiliates the fees required to be paid
to them under the fee letter from Wachovia and certain of its respective
Affiliates to the Borrower, dated as of November 20, 2007, relating to certain
fees payable by the Borrower in respect of the transactions contemplated by
this Amendment, and (ii) the other fees and expenses of the Administrative
Agent and the Lenders required hereunder or under any other Credit Document to
be paid on or prior to the Term A-2 Loan Effective Date (including fees and
expenses of counsel) in connection with this Amendment and the transactions
contemplated hereby.


 


(n)           The Administrative
Agent and the Term A-2 Loan Lenders shall have received such other documents,
certificates, opinions and instruments in connection with the transactions
contemplated hereby as it shall have reasonably requested.


 


ARTICLE VII


 


AFFIRMATION
OF OBLIGATIONS


 


7.1           Affirmation of
Borrower and Subsidiary Guarantors. Each of the Borrower and each of the
Subsidiary Guarantors that guaranty any or all of the Obligations under the
Existing Credit Agreement hereby approves and consents to the transactions
contemplated by this Amendment and agrees that its obligations under the
Existing Credit Agreement and the other 


 


13

















 


Credit Documents
to which it is a party shall not be diminished as a result of the execution of
this Amendment. This acknowledgement by each of the Borrower and each such
Subsidiary Guarantor is made and delivered to induce the Lenders to enter into
this Amendment, and each of the Borrower and each such Subsidiary Guarantor
acknowledges that the Lenders would not enter into this Amendment in the
absence of the acknowledgements contained herein.


 


7.2           Liens. Each of
the Borrower and each of the Subsidiary Guarantors party to the Existing Credit
Agreement hereby ratifies and confirms the grant of a security interest in and
Lien on the Collateral contained in the Security Documents to which each is a
party that were executed in connection with the Existing Credit Agreement,
which security interest and Lien shall continue in full force and effect
without interruption, and shall constitute the single grant of a security
interest and Lien.


 


ARTICLE VIII


 


MISCELLANEOUS


 


8.1           Effect of Amendment.
From and after the Term A-2 Amendment Date, all references to the Credit
Agreement set forth in any other Credit Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Existing Credit Agreement as amended by this Amendment and as it may be further
amended, modified, restated or supplemented from time to time. This Amendment
is limited as specified and shall not constitute or be deemed to constitute an
amendment, modification or waiver of any provision of the Credit Agreement
(including any schedule or exhibit) except as expressly set forth herein. Except
as expressly amended hereby or in the aforementioned Security Documents, the
Credit Agreement and the other Credit Documents shall remain in full force and
effect in accordance with their respective terms.


 


8.2           Credit Documents.
The parties hereto acknowledge and agree that this Amendment and each of the Mortgages
and Mortgage amendments executed in connection with this Amendment is a Credit
Document for all purposes under the Credit Agreement and the other Security
Documents.


 


8.3           Governing Law. This
Amendment shall be governed by and construed and enforced in accordance with
the laws of the State of New York.


 


8.4           Expenses. The
Borrower agrees, on demand (i) to pay all reasonable fees and expenses of
counsel to the Administrative Agent, and (ii) to reimburse the Administrative
Agent for all reasonable out-of-pocket costs and expenses, in each case, in
connection with the preparation, negotiation, execution and delivery of this
Amendment and the other Credit Documents delivered in connection herewith.


 


8.5           Severability. To
the extent any provision of this Amendment is prohibited by or invalid under
the applicable law of any jurisdiction, such provision shall be ineffective
only to the extent of such prohibition or invalidity and only in any such
jurisdiction, without prohibiting or invalidating such provision in any other
jurisdiction or the remaining provisions of this Amendment in any jurisdiction.


 


14

















 


8.6           Successors and
Assigns. This Amendment shall be binding upon, inure to the benefit of and
be enforceable by the respective successors and permitted assigns of the
parties hereto.


 


8.7           Construction. The
headings of the various sections and subsections of this Amendment have been
inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.


 


8.8           Counterparts;
Effectiveness. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. This Amendment shall become effective
upon the execution and delivery of a counterpart hereof by each of the parties
hereto. A facsimile of a counterpart executed by a party shall be acceptable
temporary evidence of the execution by that party of that counterpart.


 


[signatures on
following pages]


 


15

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of the date first
above written.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SYMMETRY
  MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
  Chief Financial
  Officer

  	
   

  



 


 


	
   

  	
  SUBSIDIARY
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RILEY
  MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  SYMMETRY
  MEDICAL EVEREST LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  TNCO,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


(signatures continue on
following page)


 


 


Signature
Page to Waiver, Amendment and 


Term A-2
Loan Incremental Term Loan Amendment 


to
Amended and Restated Credit Agreement


 

















 


	
   

  	
  SPECIALTY
  SURGICAL 

  INSTRUMENTATION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  UCA,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  SYMMETRY
  MEDICAL SSI REAL ESTATE, 

  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  SYMMETRY
  MEDICAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  SYMMETRY
  MEDICAL INTERNATIONAL  

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


(signatures
continue on following page)


 


 


Signature
Page to Waiver, Amendment and 


Term A-2
Loan Incremental Term Loan Amendment 


to
Amended and Restated Credit Agreement


 

















 


	
   

  	
  METTIS
  GROUP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  ULTREXX,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  JET
  ENGINEERING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


	
   

  	
  SMA
  REAL ESTATE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fred L. Hite

  	
   

  



 


 


(signatures
continue on following page)


 


 


Signature
Page to Waiver, Amendment and 


Term A-2
Loan Incremental Term Loan Amendment 


to
Amended and Restated Credit Agreement


 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL 

  ASSOCIATION, as Administrative Agent and 

  Term A-2 Loan Lender and on behalf of
  certain 

  Lenders pursuant to written authorization

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kirk Tesch

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  



 


 


Signature
Page to Waiver, Amendment and 


Term A-2
Loan Incremental Term Loan Amendment 


to
Amended and Restated Credit Agreement