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:		Xxxx Xxxx
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:		Xxxxxx, 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:		Xxxxxx, 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:		Xxxxxx, L.L.C.
Its:		General Partner
By:
Name:
Its:
ANTARES CAPITAL CORPORATION
By:
Name:
Its:
RBS EQUITY CORPORATION
By:
Name:
Its:

3

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

CIT LENDING SERVICES CORPORATION

By:

Name:

Its:

KNOWLEDGE VENTURES LLC

By:

Name:

Its:

Xxxxx Hand

Xxxxx Xxxxxx

Xxxx Xxxxxx

Xxxxxxx Xxxxx, Xx.

D. Xxxxx Xxxxxx

Xxxxxx Xxxxxx

4

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

Xxxxx Xxxxxxx (individually and as custodian for Xxxxx Xxxxxxx under the Indiana Transfers to Minors Act)

Xxx Xxxxx

Xxxxxxx Xxxx

Xxxxxxx Xxxxx

Xxxxxx XxXxxxxxx, Jr.

Xxxxx Xxxxxx

Xxxxx Xxxxx

Xxx Xxxxx

Xxxxxxx Xxxxxxxx

Xxxxx Xxxxxxxx

Xxxxxx Xxxxx

Xxxxx Xxxxxx

Xxxx Xxxxxxx

Xxxxx Xxxxxxxx

5

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

Xxxxxxx Senior

Xxxxxxx Xxxx

Xxxxx Xxxxxx

Xxxx Huison

Xxxx Xxxxx

Xxxx Xxxx

Xxxx Xxxxxxx

Xxxxx Xxxxxx

Xxxxx Xxxxxx

Xxxx Xxxx

Xxxxx Xxxxxx

Xxx Xxxxxxx

Xxx Xxxxxxxx

Xxx Xxxxxx

Xxxxx Xxxxx

6

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

POTENZA ENTERPRISES LIMITED

By:

Name:

Its:

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