AMENDMENT TO STOCKHOLDERS AGREEMENT
EXHIBIT 10.1
AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT TO STOCKHOLDERS AGREEMENT (this Amendment) is made as of September 12, 2005, by and between Symmetry Medical Inc., a Delaware corporation (the Company), and those Persons that execute the signature pages hereto.
WHEREAS, the Company, Investor and certain other stockholders of the Company are a party to that certain Stockholders Agreement, dated as of October 18, 2000 (as amended, modified or supplemented from time to time, including by means of any Joinder or Joinder and Amendment, the Stockholders Agreement). Capitalized terms used but not defined herein shall have the meaning given to them in the Stockholder Agreement.
WHEREAS, pursuant to the provisions of Section 18 of the Stockholders Agreement, the parties hereto desire to amend certain provisions of the Stockholders Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Stockholders Agreement is hereby amended as follows:
(a) Each of Sections 1, 2, 3, 4, 5, 6, 7, and 8, of the Stockholders Agreement is hereby deleted in its entirety and shall be reserved; provided that any capitalized term therein defined shall continue to have the meaning ascribed to it in such section whenever used in the Stockholders Agreement.
(b) After Section 27, the following shall be added: 28. Notwithstanding anything to the contrary herein, from and after September 12, 2005, any Stockholder may elect to terminate all of its rights and obligations under this Agreement by delivering to the Company and Investor a notice in the form attached hereto as Annex 1 whereupon such Stockholder shall cease to be a Stockholder, all Stockholder Shares held by such Stockholder shall cease to be Stockholder Shares and this Agreement shall have no further force or effect with respect to such Stockholder; provided that no such termination shall become effective with respect to Section 11 hereof until the provisions of Section 11 would otherwise cease to apply to such Stockholder with respect to the registration statement on Form S-1 (Registration No. 333-126133) first filed by the Company with the Securities Exchange Commission on June 27, 2005 or any other Demand Registration or Piggyback Registration in which Registrable Securities are included in a registration statement first filed by the Company prior to the Companys receipt of such notice from such Stockholder.
(c) Exhibit A attached hereto is hereby attached to the Stockholders Agreement as Annex 1.
(d) The second sentence of the defined term Stockholder Shares is hereby deleted and replaced with the following: As to any particular shares constituting Stockholder Shares, such shares shall cease to be Stockholder Shares when they have been Transferred in accordance with the terms and provisions hereof to any Person other than a Stockholder.
2. The Stockholders Agreement, as amended pursuant to the terms of this Amendment, shall continue in full force and effect after the date of this Amendment.
3. This Amendment may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
4. All questions concerning the construction, validity and interpretation of this Amendment will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to my choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment as of the date first written above.
SYMMETRY MEDICAL INC. | ||
By: | /s/ Fred Hite | |
Name: | Fred Hite | |
Its: | Chief Financial Officer | |
OLYMPUS GROWTH FUND III, L.P. | ||
By: | OGP III, L.L.C. | |
Its: | General Partner | |
By: | Conroy, L.L.C. | |
Its: | Member | |
By: | /s/ James A. Conroy | |
Name: | James A. Conroy | |
Its: | Member | |
OLYMPUS GROWTH CO-INVESTMENT FUND III, L.P. | ||
By: | OGP III, L.L.C. | |
Its: | General Partner | |
By: | Conroy, L.L.C. | |
Its: | Member | |
By: | /s/ James A. Conroy | |
Name: | James A. Conroy | |
Its: | Member |
Amendment to Stockholders Agreement
OLYMPUS EXECUTIVE FUND, L.P. | ||
By: | OEF, L.P. | |
Its: | General Partner | |
By: | Conroy, L.L.C. | |
Its: | General Partner | |
By: | /s/ James A. Conroy | |
Name: | James A. Conroy | |
Its: | Member | |
OGP III, L.L.C. | ||
By: | Conroy, L.L.C. | |
Its: | Member | |
By: | /s/ James A. Conroy | |
Name: | James A. Conroy | |
Its: | Member | |
3I PARALLEL VENTURES LP | ||
By: | 3i Investments plc | |
Its: | Manager | |
By: | /s/ Andrew Wallace | |
Name: | Andrew Wallace | |
Its: | Authorized Signatory | |
3I UKIP II LP | ||
By: | 3i Investments plc | |
Its: | Manager | |
By: | /s/ Andrew Wallace | |
Name: | Andrew Wallace | |
Its: | Authorized Signatory | |
MAYFLOWER LP | ||
By: | 3i Investments plc | |
Its: | Manager | |
By: | /s/ Andrew Wallace | |
Name: | Andrew Wallace | |
Its: | Authorized Signatory |
Amendment to Stockholders Agreement
WINDJAMMER MEZZANINE & EQUITY FUND II, L.P. | ||
By: | Windjammer Capital Investors, LLC | |
Its: | General Partner/Managing Director | |
By: | /s/ Costa Littas | |
Name: | Costa Littas | |
Its: | Managing Director | |
JP MORGAN CHASE BANK, N.A., AS DIRECTED TRUSTEE FOR THE IBM PERSONAL PENSION PLAN | ||
By: | /s/ Richard DiMaria | |
Name: | Richard DiMaria | |
Its: | Vice President | |
/s/ Brian Moore | ||
Brian Moore |
Amendment to Stockholders Agreement
RBS EQUITY CORPORATION | ||
By: | /s/ Curt Lueker | |
Name: | Curt Lueker | |
Its: | Director | |
CIT LENDING SERVICES CORPORATION | ||
By: | /s/ Michael L. LaManes | |
Name: | Michael L. LaManes | |
Its: | Authorized Signatory | |
/s/ Thomas J. Keegan | ||
Thomas J. Keegan |
Amendment to Stockholders Agreement
Exhibit A
Annex 1
Notice of Termination
Reference is made to that certain Stockholders Agreement, dated as of October 18, 2000 (as amended, modified or supplemented from time to time, including by means of any Joinder or Joinder and Amendment, the Stockholders Agreement), by and between Symmetry Medical, Inc. (the Company), Olympus/Symmetry Holdings LLC (the Investor) and certain other stockholders of the Company party thereto.
Pursuant and subject to Section 28 of the Stockholders Agreement, the undersigned Stockholder hereby terminates all of his, her or its rights and obligations under the Stockholders Agreement.
Dated: , 20
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Name of Stockholder (please print) |
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Authorized Signatory of Stockholder |