of the
parties hereto and receipt by the Administrative Agent and the Borrower of
written or telephonic notification of such execution and authorization of
delivery thereof.
11.15
Disclosure of Information. The Borrower agrees and consents to the
Administrative Agent's and the Arranger's disclosure of information relating to
this transaction to Gold Sheets and other similar bank trade publications. Such
information will consist of deal terms and other information customarily found
in such publications.
11.16
USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT
Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the PATRIOT
Act, it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the PATRIOT Act.
11.17
Entire Agreement. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
(A) EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND
THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN,
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, INCLUDING, WITHOUT
LIMITATION, THE ENGAGEMENT LETTER (AND ALL OBLIGATIONS OF THE PARTIES THEREUNDER
SHALL BE TERMINATED AS OF THE DATE HEREOF), BUT SPECIFICALLY EXCLUDING THE FEE
LETTER, AND (C) MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED OR OTHERWISE
MODIFIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.
11.18
Waiver. The Borrower hereby requests that the lenders under the
Existing Credit Agreement (the "Existing Credit Agreement Lenders") waive
defaults under the Existing Credit Agreement that occurred when (i) the
Borrower, or one of its Subsidiaries, sold certain real property located in the
United Kingdom for approximately $2,500,000 in violation of Section 8.4(v) of
the Existing Credit Agreement and (ii) the Borrower failed to make prepayments
as a result of such sale in accordance with Section 2.6(f) of the Existing
Credit Agreement (the
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"SPECIFIED EVENTS OF DEFAULT"). BY EXECUTING THIS AGREEMENT, THE EXISTING CREDIT
AGREEMENT LENDERS HEREBY WAIVE THE SPECIFIED EVENTS OF DEFAULT AND ANY REMEDY
THAT THEY WOULD BE ENTITLED AS A RESULT THEREOF. THIS WAIVER IS LIMITED AS
SPECIFIED AND SHALL NOT CONSTITUTE OR BE DEEMED TO CONSTITUTE AN AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THE EXISTING CREDIT AGREEMENT OR A
WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE EXISTING CREDIT AGREEMENT OR
THIS CREDIT AGREEMENT EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE
SPECIFIED EVENTS OF DEFAULT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
SYMMETRY MEDICAL INC.
By:
/s/ Fred L. Hite
Fred L. Hite, Chief Financial Officer, Senior Vice President and Secretary
(signatures continued)
S-1
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent,