CREDIT AGREEMENT among SYMMETRY MEDICAL INC., as Borrower, OLYMPUS/SYMMETRY HOLDINGS LLC, THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, ANTARES CAPITAL CORPORATION and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • May 28th, 2004 • Symmetry Medical Inc. • New York
THIS CREDIT AGREEMENT, dated as of the 11th day of June, 2003, is made among SYMMETRY MEDICAL INC., a Delaware corporation (the “Borrower”), OLYMPUS/SYMMETRY HOLDINGS LLC, a Delaware limited liability company (“Parent”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, ANTARES CAPITAL CORPORATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agents for the Lenders, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., and THE ROYAL BANK OF SCOTLAND plc, as Documentation Agents for the Lenders.
FORM OF JOINDER AND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 28th, 2004 • Symmetry Medical Inc. • Delaware
THIS JOINDER AND AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Joinder”) is executed as of June 11, 2003, by and among , a , Symmetry Medical Inc., a Delaware corporation (the “Company”), Olympus/Symmetry Holdings LLC, a Delaware limited liability company (the “Investor”), and joined in by Olympus Growth Fund III, L.P., a Delaware limited partnership (“Olympus”), solely for purposes of Section 6 hereof.
Re: Symmetry Medical, Inc. (the “Company”) Grant of Nonqualified Stock OptionNonqualified Stock Option Agreement • May 28th, 2004 • Symmetry Medical Inc. • Illinois
The Company is pleased to advise you that its Board of Directors has granted to you a stock option (an “Option”), as provided below, under the Symmetry Medical, Inc. 2002 Stock Option Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference.
SYMMETRY MEDICAL INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 28th, 2004 • Symmetry Medical Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of October 18, 2000, between Symmetry Medical Inc., a Delaware corporation (the “Company”), Olympus/Symmetry Holdings LLC, a Delaware limited liability company (the “Investor”), each of the management stockholders listed on the Schedule of Management Stockholders attached hereto and each additional management employee of the Company who, at any time, acquires securities of the Company and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (the “Management Stockholders”). The Investor and the Management Stockholders are collectively referred to as the “Stockholders.” Capitalized terms used herein are defined in paragraph 16 hereof.
This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while such a registration is in effect or...Common Stock Purchase Warrant • May 28th, 2004 • Symmetry Medical Inc. • New York
This Warrant and any shares acquired upon the exercise of this Warrant are subject to certain restrictions on transfer and certain tag-along and other rights and obligations contained in that certain Stockholders Agreement dated as of October 18, 2000, as amended and modified from time to time. Any transferee of these securities takes subject to the terms of such agreement, a copy of which is on file with the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2004 • Symmetry Medical Inc. • Indiana
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of June 11, 2003, by and between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Brian Moore (“Executive”).
AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 28th, 2004 • Symmetry Medical Inc.
THIS AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made as of June 11, 2003 by Symmetry Medical Inc. (the “Company”), a Delaware corporation, and Olympus/Symmetry Holdings LLC (“Olympus”), a Delaware limited liability company.
This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while such a registration is in effect or...Warrant Agreement • May 28th, 2004 • Symmetry Medical Inc. • New York
This Warrant and any shares acquired upon the exercise of this Warrant are subject to certain restrictions on transfer and certain tag-along and other rights and obligations contained in that certain Stockholders Agreement dated as of October 18, 2000, as amended and modified from time to time. Any transferee of these securities takes subject to the terms of such agreement, a copy of which is on file with the Company.
JOINDER TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 28th, 2004 • Symmetry Medical Inc. • Delaware
THIS JOINDER TO STOCKHOLDERS AGREEMENT (this “Joinder”) is executed as of June 11, 2003, by and among Mettis Group Limited (“Mettis”), a corporation organized under the laws of England and Wales, Symmetry Medical Inc., a Delaware corporation (the “Company”), and Olympus/Symmetry Holdings LLC, a Delaware limited liability company (the “Investor”).
AMENDED AND RESTATED TRANSACTION FEE AGREEMENTTransaction Fee Agreement • May 28th, 2004 • Symmetry Medical Inc. • Delaware
THIS AMENDED AND RESTATED TRANSACTION FEE AGREEMENT (this “Agreement”), dated as of June 11, 2003, is made by and between Olympus Advisory Partners, Inc., a Delaware corporation (“Olympus”), and Symmetry Medical Inc., a Delaware corporation (the “Company”).
