Exhibit
10.1


	
  

  	
  

  



 


October 5, 2007


Symmetry Medical Inc.

220 West Market Street

Warsaw, Indiana 46580

Attention: Chief Financial Officer


Ladies and Gentlemen:


Reference is made
to the Amended and Restated Credit Agreement, dated as of June 13, 2006, as
amended (the “Credit Agreement”), among Symmetry Medical Inc., a
Delaware corporation (the “Borrower”), the banks and other financial
institutions named therein (collectively, the “Lenders”), Wachovia Bank,
National Association, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), General Electric Capital
Corporation, as Syndication Agent for the Lenders, and CIT Lending Services
Corporation and Charter One Bank, N.A., as Documentation Agents for the Lenders.
Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement.


The Borrower has
delivered notice to the Administrative Agent and the Lenders that during the
period from 1999 through October, 2007, management estimates that the Borrower’s
Sheffield, UK operating unit overstated revenue and income before taxes by
amounts estimated to be approximately $12 to $16 million. Based upon such
overstatements, the Borrower has failed to comply with the provisions of
Section 5.3, Section 5.8, Section 5.10, Sections 5.11(a)-(c), Section 5.15,
Sections 6.1(a)-(b), Section 6.4, Section 6.7(i) and Article VII of the Credit
Agreement. As a result of such noncompliance, Events of Default (collectively,
in the singular, the “Specified Default”) have occurred and are
continuing. The Borrower has requested that the Administrative Agent and the
Required Lenders forbear, until January 7, 2008, from exercising their rights
and remedies solely in respect of the Specified Default, and the Administrative
Agent and the Required Lenders have agreed to such forbearance on the terms and
conditions set forth herein.


Accordingly, in
consideration of the representations, warranties, covenants and agreements made
by the Borrower in this letter and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Administrative Agent and the Required Lenders hereby agree to forbear, until
January 7, 2008, from the exercise of their rights or remedies solely in
respect of the Specified Default, whether such rights and remedies are
available under the Credit Agreement, the other Credit Documents, applicable
law or otherwise. Notwithstanding the foregoing, the Borrower acknowledges and
agrees that during the time period from the date of this letter until January
7, 2008 (the “Forbearance Period”), no 













Borrowing of Revolving
Loans, Swingline Loans or Letters of Credit shall be allowed. The Borrower
further acknowledges and agrees that during the Forbearance Period, upon
expiration of the applicable Interest Period for each LIBOR Loan, such LIBOR
Loan shall convert to a Base Rate Loan.


As an inducement
to obtain the agreements set forth herein, the Borrower represents and warrants
to the Administrative Agent and the Lenders that (i) each of the
representations and warranties of the Borrower contained in the Credit
Agreement and in the other Credit Documents (other than the representations and
warranties constituting a part of the Specified Default) is true and correct in
all material respects on and as of the date hereof with the same effect as if
made on and as of the date hereof (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 in all material
respects as of such date), and (ii) no Default or Event of Default (other than
the Specified Default) has occurred and is continuing.


The Borrower
acknowledges that the forbearance given hereby is temporary in nature and that
if the Specified Default should be continuing under the Credit Agreement at any
time after January 7, 2008, or if any other Default or Event of Default
(including any breach of any representation, warranty or covenant of the
Borrower contained in this letter) should occur and be continuing under the
Credit Agreement at any time, the Administrative Agent and the Lenders will be
under no further obligation to forbear the exercise of their rights and
remedies under this letter, the Credit Agreement, the other Credit Documents,
applicable law or otherwise. Each of the Subsidiary Guarantors agrees that
nothing contained in this letter shall discharge, diminish, limit or otherwise
affect in any respect its guaranty liability under the Credit Documents, and
waives any defense to its guaranty liability occasioned by this letter.


The Administrative
Agent and Lenders have not waived, and are not by this letter agreement
waiving, any Events of Default (including the Specified Default) which may be
continuing on the date hereof or any Events of Default which may occur after
the date hereof (whether the same or similar to the Specified Default or
otherwise), and Administrative Agent and Lenders have not agreed to forbear
with respect to any of their rights or remedies concerning any Events of
Default (other than, during the Forbearance Period, the Specified Default to
the extent expressly set forth herein), which may have occurred or are
continuing as of the date hereof or which may occur after the date hereof.


The parties hereto
acknowledge, confirm and agree that any misrepresentation by Borrower, or any
failure of Borrower to comply with the covenants, conditions and agreements
contained in any Credit Documents (other than the Specified Default), herein or
in any other agreement, document or instrument at any time executed and/or
delivered by Borrower with, to or in favor of Lenders shall constitute an Event
of Default hereunder, under the Credit Agreement and the other Credit Documents.



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The Borrower and
each of its Subsidiaries and Affiliates hereby release the Administrative
Agent, the Lenders, and the Administrative Agent’s and the Lenders’ respective
officers, employees, representatives, agents, counsel and directors (each a “Releasee”)
from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or
unknown, suspected or unsuspected to the extent that any of the foregoing
arises from any action or failure to act on or prior to the date hereof (each a
“Claim”). The Borrower understands, acknowledges and agrees that the
release set forth above may be pleaded as a full and complete defense and may
be used as a basis for an injunction against any action, suit or other
proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release. Borrower agrees that no fact, event, circumstance,
evidence or transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the
release set forth above. The Borrower, on behalf of itself and its successors,
assigns, and other legal representatives, hereby absolutely, unconditionally
and irrevocably, covenants and agrees with and in favor of each Releasee that
it will not sue (at law, in equity, in any regulatory proceeding or otherwise)
any Releasee on the basis of any Claim released, remised and discharged by the
Borrower pursuant to the release set forth above. If the Borrower or any of its
successors, assigns or other legal representations violates the foregoing
covenant, the Borrower, for itself and its successors, assigns and legal
representatives, agrees to pay, in addition to such other damages as any
Releasee may sustain as a result of such violation, all attorneys’ fees and
costs incurred by any Releasee as a result of such violation.


This letter
represents the entire understanding and agreement between the Borrower, the
Administrative Agent and the Required Lenders with respect to the subject
matter hereof and, therefore, supersedes all prior negotiations between the
parties concerning forbearance by the Administrative Agent and the Required
Lenders with respect to the Specified Default and cannot be amended,
supplemented or changed orally, but only by an agreement in writing which makes
specific reference to this letter and which is signed by the party against whom
enforcement of any such amendment, supplement or modification is sought.


The agreement of
the Required Lenders as set forth herein 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 or any other Credit Document or a waiver
of any Default or Event of Default except as expressly set forth herein.


This letter shall
be governed by and construed and enforced in accordance with the laws of the
State of New York (including Sections 5-1401 and 5-1402 of the New York General
Obligations Law, but excluding all other choice of law and conflicts of law
rules). This letter 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.


[Signatures begin
on following page.]



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If you are in
agreement with the terms of this letter, please indicate your acceptance by
signing below.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as
  Administrative Agent, Issuing Lender, Swingline Lenders and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kirk Tesch

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Campbell

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP, Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  CIT LENDING SERVICES CORPORATION, as Documentation
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARTER ONE BANK, N.A., as Documentation Agent and
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  RBS CITIZENS, N.A., as Documentation Agent and
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ André A. Nazareth

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  



 


(signatures continued)



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  ANTARES CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin J. Mahoney

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen Brouwer

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Dysert

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO HSBC TRADE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Albert

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  



 


(signatures continued)



 5
 









 


	
  

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jared Hall

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristy Ahee

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  NAVIGATOR CDO 2004, LTD, as a Lender

  
	
   

  	
  By:

  	
  Antares Asset Management Inc., as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Campos

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 


	
  Agreed
  to and accepted as of the date hereof:

  	
   

  
	
   

  	
   

  
	
  SYMMETRY MEDICAL INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  SYMMETRY MEDICAL USA INC.,

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  SYMMETRY MEDICAL INTERNATIONAL INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


(signatures continued)



 6
 









 


	
  METTIS GROUP INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  ULTREXX, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  JET ENGINEERING, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  RILEY MEDICAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  SMA REAL ESTATE, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


(signatures continued)



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  SYMMETRY MEDICAL EVERST, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  TNCO, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  SPECIALTY SURGICAL INSTRUMENTATION, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  UCA, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  SYMMETRY MEDICAL SSI REAL ESTATE, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Fred L. Hite

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  



 



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