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.
6.2
CREDIT DOCUMENTS.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT
THIS AMENDMENT IS A CREDIT DOCUMENT FOR ALL PURPOSES UNDER THE CREDIT AGREEMENT
AND THE OTHER SECURITY DOCUMENTS.
6.3
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6.4
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.
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6.5
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.
6.6
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.
6.7
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.
6.8
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.
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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
Fred L. Hite
Chief Financial Officer
SUBSIDIARY GUARANTORS:
RILEY MEDICAL INC.
By:
/s/ Fred L. Hite
Fred L. Hite
Vice President
SYMMETRY MEDICAL EVEREST LLC
By: Symmetry Medical USA Inc.,