Symmetry Medical Inc. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENT dated August , 2004 Banc of America Securities LLC Credit Suisse First Boston LLC Piper Jaffray & Co. Wachovia Securities, Inc.Underwriting Agreement • August 2nd, 2004 • Symmetry Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 2nd, 2004 • Symmetry Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2004, is made and entered into between Symmetry Medical Inc., a Delaware corporation (the “Company”), and each of the Persons (as defined below) set forth on the Schedule of Sellers attached hereto (as such schedule may be amended, the “Schedule of Sellers”) that execute this Agreement (each a “Seller” and, collectively, the “Sellers”).
SENIOR SUBORDINATED LOAN AGREEMENT Dated as of June 11, 2003 Between SYMMETRY MEDICAL INC., and WINDJAMMER MEZZANINE & EQUITY FUND II, L.P. and OLYMPUS GROWTH FUND III, L.P. and OLYMPUS GROWTH CO-INVESTMENT FUND III, L.P. and OLYMPUS EXECUTIVE FUND,...Senior Subordinated Loan Agreement • August 2nd, 2004 • Symmetry Medical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This SENIOR SUBORDINATED LOAN AGREEMENT is made as of June 11, 2003 by and between SYMMETRY MEDICAL INC., a Delaware corporation (the “Company”), and WINDJAMMER MEZZANINE & EQUITY FUND II, L.P., a Delaware limited partnership (“Windjammer”), OLYMPUS GROWTH FUND III, L.P., a Delaware limited partnership (“OGF III”), OLYMPUS GROWTH CO-INVESTMENT FUND III, L.P., a Delaware limited partnership (“OGCF”), OLYMPUS EXECUTIVE FUND, L.P. a Delaware limited partnaership (“OEF”), THE ROYAL BANK OF SCOTLAND plc (“RBS”) and ANTARES CAPITAL CORPORATION (“Antares” and, together with Windjammer, OGF III, OGCF, OEF and RBS, the “Lenders”).
FORM OF NOTESymmetry Medical Inc. • August 2nd, 2004 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SENIOR SUBORDINATED LOAN AGREEMENT DATED AS OF JUNE 11, 2003 BETWEEN SYMMETRY MEDICAL INC. AND WINDJAMMER MEZZANINE & EQUITY FUND II, L.P., OLYMPUS GROWTH FUND III, L.P., OLYMPUS GROWTH CO-INVESTMENT FUND III, L.P., OLYMPUS EXECUTIVE FUND, L.P., THE ROYAL BANK OF SCOTLAND plc AND ANTARES CAPITAL CORPORATION AS AMENDED AND IN EFFECT FROM TIME TO TIME, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SENIOR SUBORDINATED LOAN AGREEMENT.
